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FORM 10-K



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549



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FORM 10-K



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended April 30, 2003



Commission File No. 2-31909



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SYNTHETIC BLOOD INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



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|New Jersey               |  | 22-3067701                
|------------------------ |  | --------------------------
|(State of Incorporation) |  | (IRS Employer I.D. Number)



3189 Airway Avenue,
Building C, Costa Mesa, California 92626

(Address of Principal Executive Offices) (Zip Code)



Registrants Telephone Number and area code: (714) 427-6363



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Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO ̈



Indicate by check mark if disclosure of delinquent filings pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be continued, to the best of registrants knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    YES  x    NO ̈



Indicate the number of shares outstanding of each of
the registrants classes of common stock, as of the latest practicable date, July 15, 2003: 88,783,874 shares of $.01 par value common stock. The aggregate market value of the shares held by non-affiliates of the registrant (assuming officers,
directors and 10% shareholders are affiliates) was approximately $19,514,372 based on the closing bid price of the Registrants Common Stock on July 15, 2003 of $0.23 per share.



List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. None of the above-listed documents are incorporated by reference.



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FORWARD-LOOKING STATEMENTS



This Form 10-K contains forward-looking statements in Managements Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should,
expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of such terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Risk Factors, that may cause our or our industrys actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed or implied by such forward-looking statements.



Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the
date of this Form 10-K or to conform such statements to actual results.



PART I



ITEM 1BUSINESS



Synthetic Blood International, Inc. (SBI or the Company) is a
development-stage company which is developing OXYCYTE, a proprietary synthetic blood substitute and FLUOROVENT, a liquid for assisting oxygen exchange in damaged or diseased lungs based upon perfluorocarbon (PFC) technology. In addition
the Company has developed an implantable continuous reading glucose biosensor for diabetics. The Company has completed preclinical animal studies with Oxycyte and filed an Investigative New Drug Application (IND), which has been approved by the Food
and Drug Administration (FDA). The Company expects to conduct a Phase I clinical study with Oxycyte in the last half of calendar 2003. Fluorovent and the implantable glucose monitor are in the preclinical stage of development and testing. After IND
submissions to the FDA, the Companys products will require extensive clinical testing before FDA approval may be granted. No assurance may be given that FDA approval will be granted.



The Companys technology is based on research done by Dr. Leland C. Clark, Jr., a widely
recognized, pioneering inventor and scientist. Dr. Clark, who is credited with developing the first blood oxygenator for open heart surgery as well as biomedical applications for perfluorocarbons and biosensors, was the Companys Vice President
of R&D until 1998.



The Company began conducting business in its current
form in September 1990, shortly thereafter changed its name to Synthetic Blood International, Inc., and revised its business purpose to developing a line of blood substitutes.



MARKET



The Companys lead productsOxycyte, Fluorovent, and an implantable glucose biosensorwill compete in what the Company believes are four multibillion-dollar markets: blood substitutes, oxygen therapeutics, acute respiratory
distress, and diabetes.



Blood
Substitutes



The search for blood replacement fluids began centuries ago.
In modern times, this search has been given a new impetus by the threat of disease transmission, most notably HIV and hepatitis C. The risks are low but unacceptable because of the high death rate from these diseases. In underdeveloped countries,
the risk of serious disease transmission is much greater.



An increasingly
short supply of blood is also driving this research. In the US, the number of blood donors continues to fall while the number of elderly, the group that needs blood the most, is growing. By 2030, experts project an annual



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shortfall of 4 million units in the US. In other countries where cultural and logistical issues constrain blood collection even more, the shortfall is
believed to be much greater.



The third major force behind this search is the
militarys desire for a blood substitute that can be stockpiled and used immediately when needed in battlefield conditions without special storage and matching of human donor blood. Current techniques for blood transfusions do not meet these
requirements. Approximately 100 million units of human donor blood are collected annually worldwide. About 15 million units are collected in the US each year. The global market for blood substitutes has been estimated at $2-5 billion.



Oxygen Therapeutics



The availability of parenteral oxygen-carrying products for animal and clinical research has
lead to the identification of potential new uses for products traditionally defined as blood substitutes. These uses, for example in ischemic conditions, specifically depend on the ability to deliver oxygen, not on a patients need for blood or
blood components. These new uses include stroke, myocardial infarction, angioplasty, and malignant disease. In ischemic conditions, cell damage is caused by a lack of oxygen. In cancer, enhanced oxygen delivery is thought to make solid tumors, and
possibly diffuse cancer cells, more susceptible to radiation and chemotherapy. Combined, these conditions affect 3-4 million people in the U.S. The Company estimates these new uses for oxygen-carrying blood substitutes constitute a
multibillion-dollar market.



Acute
Respiratory Distress



Thousands of premature infants are born each year
with underdeveloped lungs and a condition of impaired pulmonary function known as infant respiratory distress syndrome, or IRDS. This syndrome has multiple causes and also occurs in children and adults where it is known as Adult Respiratory
Syndrome, or ARDS. Although many of these patients are treated with mechanical ventilation, this treatment can add further injury to the lungs and the mortality rate is still high. This has prompted research for a safer, more effective treatment.
While more research is needed, current studies with partial liquid ventilation in animals and patients, both infants and adults, suggest that liquid ventilation may be a safe and effective treatment of IRDS and ARDS.



The incident of ARDS in the U.S. is about 250,000 cases annually. While ARDS is the primary
disease target for liquid ventilation at this time, SBI believes that it may also be beneficial in chronic obstructive pulmonary disease, or COPD, a condition that occurs in 10 million people in the U.S. However, no research with liquid ventilation
in COPD has been done, and there are no assurances that any benefits can be shown. The Company believes that the ultimate market for liquid ventilation is in the multibillion-dollar range.



Diabetes



Diabetes and its associated complications are among the most prevalent, costly diseases in
the world. Its incidence is increasing at a significant rate. Diabetes affects men and women equally, but occurs most frequently in the elderly. Direct costs are estimated at about $50 billion, almost 6% of the total personal healthcare expenditures
in the U.S.



A ten year study, the Diabetes Control and Complications Trial, or
DCCT, sponsored by the National Institutes of Diabetes and Digestive and Kidney Diseases, showed that tight diabetes control, keeping blood sugar levels close to normal by frequent blood sugar testing, several daily insulin shots, and
lifestyle changes, was associated with a major reduction in diabetic complications. These findings led the American Diabetes Association to recommend tight control as an important way to delay the onset and dramatically slow the progression of
complications from diabetes.



People with diabetes measure their blood glucose
levels by sticking a finger with a needle to obtain a blood drop that is placed on a test strip and analyzed by a portable instrument. Repeating this procedure several times a day becomes painful, leading many patients, especially the elderly, to
perform the procedure infrequently. Furthermore, the accuracy of some blood glucose analyzers is poor. Newer finger stick devices are less painful, but monitoring compliance



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continues to be a major problem. A less invasive system for accurately measuring blood glucose on demand would increase glucose monitoring compliance and
provide a better basis for tight diabetes control.



More than 16 million
people, approximately half of them undiagnosed, are estimated to suffer from diabetes in the U.S. Between 600,000 and 700,000 new cases are diagnosed each year. About 800,000 diabetics are insulin-dependent. Mortality from diabetes and its
associated complications is high; it is the seventh leading cause of death in the U.S. Globally, the incidence of diabetes is estimated at 120 million people. This number is projected by some experts to increase to over 500 million by 2025. While
insulin-dependant diabetics are thought to have the greatest need for tight diabetic control, evidence is increasing that better control of blood glucose in type 2 diabetics also leads to a reduction in diabetic complications. The Company estimates
the global market for a less invasive glucose monitoring system to be a multibillion-dollar market.



TECHNOLOGY



The Companys
principal technologies, biomedical uses for perfluorocarbons and substrate analysis with biosensors, were conceptualized and advanced by Dr. Leland C. Clark, Jr. While his pioneering discoveries in these two areas spawned decades of research
worldwide, Dr. Clark has been one of the most prolific contributors and has remained at the forefront of scientific advances in these areas, leading to the Companys patented perfluorocarbon and biosensor technology platforms.



Perfluorocarbons in Biomedicine



Following an experiment showing that a mouse could live and breathe submerged in
oxygen-saturated silicone oil, Dr. Clark showed in 1965 that animals could be kept alive submerged for several hours in oxygen-saturated perfluorocarbon liquids. These experiments suggested that perfluorocarbons might be useful in medicine,
principally in liquid breathing and in blood substitutes, and in 1975, Dr. Clark was issued the first patent for an oxygen-carrying, perfluorocarbon-based blood substitute. Although the technology described in this patent was used by the Green Cross
Corporation in Japan to develop and obtain FDA approval for Fluosol DA, Dr. Clark recognized that further research would be necessary before safe, effective perfluorocarbons could be identified. Since that time, a principal focus of his and
SBIs subsequent research has been the identification of optimal properties for biomedical perfluorocarbons, and the screening of numerous compounds.



Biosensor Substrate Analysis



In the mid-1950s, Dr. Clark developed the first oxygen electrode. Ten years later, he applied for a patent describing enzyme-based biosensors that could accurately
measure glucose, lactate, and other substrates. By 1974, Yellow Springs Instrument Company had developed and marketed the Clark glucose analyzer based on this technology. In the early 1980s, Dr. Clark published studies with implanted glucose
biosensors, and in the late 1980s and early 1990s, was issued several seminal patents on implanted glucose biosensors. Since then, research and development efforts at SBI have focused on optimizing performance and design characteristics
of the implanted glucose biosensor.



PRODUCTS



Fluorovent



Fluorovent(TM), a unique oxygen-carrying perfluorocarbon, has been selected for the treatment of ARDS after screening numerous available
perfluorocarbons for optimal properties. When given as a liquid directly into the lungs, it acts as a surfactant and a highly effective medium for gas exchange, thus increasing pulmonary function and the diffusion of oxygen and carbon dioxide in
respiratory distress.



Based on laboratory and animal studies thus far, the
Company believes that Fluorovent has significant competitive advantages as a liquid ventilation treatment. Its boiling point and vapor pressure result in longer pulmonary retention without the need for continuous replacement of evaporated
fluid, offering the potential for less costly, less time-intensive



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procedures. It does not contain bromine or chlorine and thus presents no environmental hazard. In animals, it does not produce a hyperinflated,
noncollapsible lung condition seen with other perfluorocarbon liquids being tested. There can be no assurance any such advantages will be demonstrated in further animal studies, or in clinical trials, or that it will ever be marketed, sold or
generate revenue for the Company.



Oxycyte



SBI is developing Oxycyte, an oxygen-carrying intravenous emulsion made from the same base perfluorocarbon in
Fluorovent. Blood gases such as oxygen and carbon
dioxide are highly soluble in perfluorocarbons, making Oxycyte an effective means of transporting oxygen to tissues and carbon dioxide to the lungs. In comparison to hemoglobin, the component of blood that binds with and transports oxygen, Oxycyte can offload at least three times more oxygen. Additionally, perfluorocarbons
are much more effective than hemoglobin at unloading oxygen at the tissue level. Oxycyte is directed at the blood substitute and oxygen therapeutics markets. There can be no assurance any such advantages will be demonstrated when Oxycyte enters clinical trials during the last half of calendar 2003 or that it will ever be
marketed, sold or generate revenue for the Company.



Implanted Glucose Biosensor



SBI has developed an implanted
glucose biosensor to monitor blood glucose without the need for finger sticks. Termed a biosensor because it utilizes an enzyme specific for glucose, SBI believes it will provide glucose measurement significantly more accurate than possible from
current portable measuring devices. Once implanted in subcutaneous tissue during a simple outpatient procedure, the biosensor provides continuous, accurate monitoring of glucose levels. A radio frequency signal from the implanted biosensor is
transmitted to an external receiving device the size of a pager that displays glucose levels as a digital readout, has high and low glucose alarms, and stores data for downloading at the physicians office. The external device can also be
programmed to monitor glucose according to a preset schedule, eliminating the monitoring compliance problem and providing the data necessary for tight glucose control. Ultimately, it is intended the biosensor will be linked to an insulin pump,
creating a closed-loop mechanical pancreas. It is anticipated the implant life of the biosensor will exceed one year. There can be no assurance any such advantages will be demonstrated if the biosensor enters clinical trials, or that it will ever be
marketed, sold or generate revenue for the Company.



OTHER PRODUCTS



Biosensors



SBI has identified potential new applications for its biosensor technology in the following
areas:



| | Clinical analysis of other biochemical substrates
|- | -------------------------------------------------



| | In-process analysis in bulk biotechnology and chemical synthetic processes
|- | --------------------------------------------------------------------------



| | Veterinary medicine
|- | -------------------



There is, however, no assurance that any products for these markets will ever be marketed or generate revenue for the Company.



MARKETING/BUSINESS STRATEGY



Three important elements to the Companys strategy are:



Minimize Fixed Expenses



The Companys strategy is to minimize fixed expenses by staffing only as necessary to meet the Companys goals, minimize fixed expenses, and utilize contract
services where possible to assist the Company in its goal to move quickly and maximize the return and progress from invested funds.



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Partnering



SBI intends to partner with global and/or national pharmaceutical and medical device companies to attain additional funding,
commercial-scale manufacturing capabilities, and maximum global market penetration for the Companys products. While major partnerships many times are not consummated until clinical trials are under way, SBI has begun to systematically identify
and meet with interested and appropriate candidate companies. The Company has not entered into any partnership arrangements and there can be no assurance it will enter into such arrangements in the future.



Market Entry



A final important element of the Companys strategy deals with the timing of market
entry. The Companys current product marketsliquid ventilation, blood substitutes, oxygen therapeutics, and implantable biosensorsare new and will require considerable effort and money to develop. If SBI is not the first company to
market these products, the Company believes it should benefit from the investment made by the competition, and its future strategy will be to enter established markets and capture market share with superior products that have significant competitive
advantages. Additionally, SBI intends to be selective in picking the most appropriate corporate marketing partner for each product.



COMPETITION



Fluorovent



SBI is aware of only one other company developing a liquid ventilation product. Alliance Pharmaceuticals, who is also developing PFC based products, completed a Phase III study with their liquid ventilation product
(which contains a different PFC than Fluorovent) in adults with ARDS last year. The study failed to meet the primary efficacy endpoints of mortality and days on the ventilator, and Alliance has suspended further liquid ventilation studies.



Oxycyte



Six other companies in addition to SBI are believed to be developing oxygen-carrying blood substitutes. Three -Biopure, Hemosol, and
Northfield Laboratoriesare developing hemoglobin-based products and threeAlliance Pharmaceutical, Sonus and Sanquineare developing a perfluorocarbon-based product. Sonus has announced it will divest its PFC technology. Alliance,
Hemosol, Biopure, and Northfield are in Phase III clinical trials. Clinical development of Alliances PFC blood substitute has ceased pending new financing.



Implanted Glucose Sensor



Historically, the critical issues that have confronted the development and commercialization of effective, less-invasive glucose monitoring
systems include stable sensor life, accuracy through a wide glucose range, inappropriate biological ratios of oxygen and glucose to optimally drive enzyme biosensors, and biocompatibility. Many research groups and companies have attempted to resolve
these problems with varying success.



SBI is aware of over 20 other companies
that have or are developing less invasive glucose monitoring systems. Two, Mini-Med and Cygnus, are marketing wearable devices in the U.S. that withdraw and test interstitutial fluid. Mini-Med has recently been acquired by Medtronic for $3.7 billion
dollars. Biocontrol Technology is marketing a similar product in Europe with no apparent plans to enter the U.S. market. Two companies are developing devices for hospital or office use. Eight companies are testing interstitutial fluid-directed
devices in clinical trials, and two companies are testing completely implanted systems in human studies.



MANUFACTURING AND SOURCES OF SUPPLY



The Company believes it has suitable sources of supply for key ingredients and components, e.g. perfluorocarbons and biosensor materials, for all three products under development. The Company also believes it has, or will be able to



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reach, suitable agreements with appropriate contract manufacturers to implement its strategy for not manufacturing these products internally at commercial
scale. The Company is using its best efforts to secure these relationships on a long-term basis. However, there cannot be complete assurance that these relationships can be secured or maintained to the benefit of the Company.



PATENTS/INTELLECTUAL PROPERTY



Perfluorocarbon products:



SBI has four issued U.S. (5,674,913; 5,824,703; 5,840,767; 56,167,887) and two Australian
(690,277; 720,712) perfluorocarbon patents that protect the use of perfluorocarbons of interest to the Company as gas transport agents in blood substitutes and liquid ventilation. Additionally, through an exclusive supply agreement with the
Companys perfluorocarbon supplier, SBI benefits from eight perfluorocarbon manufacturing process patents that further protect the perfluorocarbons with which the Company is working.



Biosensor:



The Company has three issued U.S. biosensor patents (5,914,026; 5,964,993 6,343,225) and two Australian biosensor patents (720,712; 734,003) that protect what the Company
believes are important design features of the Companys implanted glucose biosensor and other biosensor applications, both medical and industrial. SBI has also exclusively licensed three fundamental biosensor patents issued to Dr. Clark that
have been assigned to Childrens Hospital in Cincinnati.



For all U.S.
patents and applications, the Company also submits applications and pursues patents in Europe, Canada, Japan and Australia. There can be no assurance that any issued patents would survive a challenge and be valid and enforceable. Also, there can be
no assurance any pending applications will result in issued U.S. or foreign patents. SBI therefore has a number of foreign perfluorocarbon and biosensor patent applications submitted and pending.



GOVERNMENT REGULATION



Regulation by governmental authorities in the United States and other countries is a significant factor in the manufacture and marketing of
pharmaceuticals and in the Companys ongoing research and development activities. With the exception of an industrial biosensor, all of the Companys products will require regulatory approval by governmental agencies prior to
commercialization. In particular, human therapeutic products are subject to rigorous preclinical testing and clinical trials and other pre-marketing approval requirements by the FDA and regulatory authorities in other countries. In the United
States, various federal, and in some cases state statutes and regulations also govern the Companys impact upon the manufacturing, safety, labeling, storage, record-keeping and marketing of such products. The lengthy process of seeking required
approvals and the continuing need for compliance with applicable statutes and regulations, require the expenditure of substantial resources. Regulatory approval, when and if obtained, may be limited in scope, which may significantly limit the
indicated uses for which a product may be marketed. Further, approved drugs, as well as their manufacturers, are subject to ongoing review, and discovery of previously unknown problems with such products may result in restrictions on their
manufacture, sale or use or in their withdrawal from the market.



To obtain FDA
approval, the FDA requires clinical trials to demonstrate the safety, efficacy, and potency of the product candidates. Clinical trials are the means by which experimental drugs or treatments are tested in humans. New therapies typically advance from
laboratory, research, testing through animal, preclinical testing and finally through several phases of clinical, human testing. Upon successful completion of clinical trials, approval to market the therapy for a particular patient population may be
requested from the FDA in the United States and/or its counterparts in other countries.



Clinical trials are normally done in three phases. In Phase I, trials are conducted with a small number of patients or healthy volunteers to determine the safety profile, the pattern of drug distribution and metabolism. In Phase II, trials
are conducted with a larger group of patients afflicted with a target disease in order to determine preliminary efficacy and optimal dosages. Phase III trials are large, pivotal safety and efficacy trials.



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Obtaining FDA approval is a costly and time-consuming process. Generally, in order to gain FDA pre-market approval,
preclinical studies must be conducted in the laboratory and in animal model systems to gain preliminary information on an agents efficacy and to identify any major safety concerns. The results of these studies are submitted as a part of an
application for an Investigational New Drug, or IND, which the FDA must review and allow before human clinical trials can start. The IND includes a detailed description of the clinical investigations.



A company must sponsor and file an IND for each proposed product and must conduct clinical
studies to demonstrate the safety, efficacy and potency that are necessary to obtain FDA approval. The FDA receives reports on the progress of each phase of clinical testing, and it may require the modification, suspension, or termination of
clinical trials if an unwarranted risk is presented to patients.



After
completion of clinical trials of a new product, FDA marketing approval must be obtained. If the product is classified as a new drug, a New Drug Application, or NDA, is required. The NDA must include results of product development activities,
preclinical studies and clinical trials in addition to detailed manufacturing information. A new Class III medical device such as the implanted glucose monitor requires submission of a Premarket Approval Application, or PMA, which contains similar
information.



Applications submitted to the FDA are subject to an unpredictable
and potentially prolonged approval process. The FDA may ultimately decide that the application does not satisfy its criteria for approval or require additional preclinical or clinical studies. Before marketing clearance is secured, the manufacturing
facility will be inspected for current Good Manufacturing Practices, or GMP, compliance by FDA inspectors. The manufacturing facility must satisfy current GMP requirements prior to marketing clearance. In addition, after marketing clearance is
secured, the manufacturing facility will be inspected periodically for GMP compliance by FDA inspectors, and, if the facility is located in California, by inspectors from the Food and Drug Branch of the California Department of Health Services.



The Company is also subject to various federal, state and local laws,
regulations and recommendations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals and the use and disposal of hazardous or potentially hazardous substances used in connection with our
research. The extent of government regulation which might result from any future legislation or administrative action cannot be accurately predicted.



EMPLOYEES



On April 30, 2003, the Company employed six individuals, three of whom are scientific personnel, two are executives, and one office manager/bookkeeper. None of its employees are currently represented by a union or any
other form of collective bargaining unit.



ITEM 2PROPERTIES



The Company owns no real property and currently leases, on a month to
month basis, its principal administrative and laboratory facilities at 3189 Airway Avenue, Building C, Costa Mesa, California 92626. The current rent is approximately $10,700 per month.



ITEM 3LEGAL PROCEEDINGS



None



ITEM 4SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS



None



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PART II



ITEM 5MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The Common Stock of the Company is traded on the OTC Electronic Bulletin Board. The over-the-counter quotations set forth below reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. For the past two fiscal years, the minimum bid and highest ask prices as determined by Company records were as follows:



|Quarter |     | 2003  |      | 2002 
|------- | --- | ----- | ---- | -----
|        | Low |       | High |      
|1st     |     | $0.12 |      | $0.40
|2nd     |     | $0.12 |      | $0.21
|3rd     |     | $0.12 |      | $0.20
|4th     |     | $0.13 |      | $0.20



During the fiscal year ended April 30,
2003, the Company issued 170,000 shares of common stock for legal services rendered. The Company recorded an expense of $30,600, which represents the fair value of the common stock on the date the liability was settled.



During the fiscal year ended April 30, 2003, the Company issued 36,629 shares of common stock
for cash proceeds of $367 resulting from the exercise of previously issued warrants. The Company recorded an expense in a previous period for the fair value of the warrants at the date they were issued.



The sale and issuance of each of the transactions referenced above were deemed to be exempt
transactions under Section 4(2) of the Securities Act of 1933, as transactions by an issuer not involving any public offering. In each of the referenced transactions appropriate legends were placed on the certificates issued to the purchasers.



During the fiscal year ended April 30, 2003, the Company granted employee
incentive stock options under its 1999 Stock Option Plan totaling 490,000 shares with exercise prices ranging from $0.15 to $0.23 per share. The stock options granted had an exercise price equal to the fair market value of the Companys common
stock on the date of grant.



As of April 30, 2003 the approximate number of
registered holders of the common stock of the Company was 1,227. To the best knowledge of management, the Company has never paid dividends since the date of its incorporation. The Company does not expect to declare or pay dividends in the
foreseeable future.



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ITEM 6SELECTED FINANCIAL DATA



|                                      |  | April 30,2003 |            |   | April 30,2002 |   |            | April 30,2001 |  |   | April 30,2000 |   |  | April 30,1999 |           
|------------------------------------- |  | ------------- | ---------- | - | ------------- | - | ---------- | ------------- |  | - | ------------- | - |  | ------------- | ----------
|Statement of Operations Data:         |  |               |            |   |               |   |            |               |  |   |               |   |  |               |           
|                                      |  |               |            |   |              
|Other Income                          |  | $             | 48,558     |   |               | $ | 130,288    |               |  | $ | 331,019       |   |  | $             | 16,141    
|                                      |  |               |            |   |              
|Total expenses                        |  | $             | 2,275,895  |   |               | $ | 3,618,101  |               |  | $ | 2,003,261     |   |  | $             | 927,480   
|                                      |  |               |            |   |              
|Net loss                              |  | $             | (2,227,337 | ) |               | $ | (3,487,813 | )             |  | $ | (1,672,242    | ) |  | $             | (911,339  
|                                      |  |               |            |   |              
|Weighted average number of shares     |  |               | 88,651,158 |   |               |   | 87,198,320 |               |  |   | 86,401,830    |   |  |               | 65,365,438
|                                      |  |               |            |   |              
|Net loss per share, basic and diluted |  | $             | (0.03      | ) |               | $ | (0.04      | )             |  | $ | (0.02         | ) |  | $             | (0.01     
|                                      |  |               |            |   |              
|Balance Sheet Data:                   |  |               |            |   |               |   |            |               |  |   |               |   |  |               |           
|                                      |  |               |            |   |              
|Cash                                  |  | $             | 178,442    |   |               | $ | 2,424,015  |               |  | $ | 4,250,898     |   |  | $             | 5,466,391 
|                                      |  |               |            |   |              
|Working capital                       |  | $             | 236,869    |   |               | $ | 2,352,474  |               |  | $ | 4,020,203     |   |  | $             | 5,592,016 
|                                      |  |               |            |   |              
|Total assets                          |  | $             | 914,905    |   |               | $ | 3,275,820  |               |  | $ | 4,842,296     |   |  | $             | 6,199,651 
|                                      |  |               |            |   |              
|Total liabilities                     |  | $             | 14,533     |   |               | $ | 179,078    |               |  | $ | 344,068       |   |  | $             | 345,440   
|                                      |  |               |            |   |              
|Long-term debt                        |  | $             |           |   |               | $ |           |               |  | $ |              |   |  | $             |          
|                                      |  |               |            |   |              
|Stockholders equity                  |  | $             | 900,372    |   |               | $ | 3,096,742  |               |  | $ | 4,498,228     |   |  | $             | 5,854,211 



ITEM 7MANAGEMENTS
DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Critical Accounting Policies



Our discussion and analysis of
our financial condition and results of operations is based upon the Companys financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, we evaluate our estimates,
including those related to stock-based compensation and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policy affects our more significant judgments
and estimates used in the preparation of our consolidated financial statements:



Stock-Based CompensationThe Company accounts for stock-based employee compensation as prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and, effective April 30, 2003, has adopted
Statement of Financial Accounting Standards (SFAS) 148, Accounting for Stock-Based Compensation-Transition and Disclosure (SFAS 148) that supercedes Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123). SFAS 148 requires pro forma disclosures of net income and net income per share as if the fair value based method of accounting for stock-based awards had been applied for both employee and non-employee grants. It
also requires disclosure of option status on a more prominent and frequent basis. The Company



10



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accounts for stock options and warrants issued to non-employees based on the fair value method, but has not elected this treatment for grants to employees
and board members. Under the fair value based method, compensation cost is recorded based on the value of the award at the grant date and is recognized over the service period.



The fair value of each option grant was estimated at the grant date using the Black-Scholes option-pricing model. The
BlackScholes option valuation model was developed for use in estimating the fair value of traded options and warrants that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility. Because the Companys employee stock options and warrants have characteristics significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.



Long-Lived AssetsThe Companys intangible assets consist
of patents related to the Companys various technologies. These assets are amortized on a straight-line method over their estimated useful life, which ranges from eight to ten years. The Company reviews these intangible assets for impairment on
a quarterly basis in accordance with SFAS No. 144, Accountingfor the Impairment or Disposal of Long-Lived Assets (SFAS 144). At April 30, 2003, management believes no indications of impairment existed.



RESULTS OF OPERATIONS



FISCAL 2003 COMPARED TO FISCAL 2002



The Company is a development-stage company that is developing products in the medical field and therefore has no revenue from operations. Currently all operations relate
to the research and development of the Companys products discussed previously.



For the fiscal year ended April 30, 2003, Other Income decreased to $48,558 from $130,288 in the fiscal year ended April 30, 2002. Other Income consists principally of interest income and rental income. This decrease is attributed to a
reduction of the cash available for investment and a decline in the interest rate on invested funds from fiscal 2002 to 2003.



General and Administrative expenses of $840,352 for fiscal year 2003 decreased $1,450,771or 63% over fiscal year 2002 expenses of $2,291,123. This decrease is mainly the
result of an expense recorded in 2002 of $1,549,000 for the issuance of stock warrants resulting from the sale of common stock in previous years. General office and operating expenses have remained relatively constant from fiscal 2002 to 2003.



Research and Development expenses increased 9% from $1,313,382 for the fiscal
year ended April 30, 2002, to $1,433,040 for the fiscal year ended April 30, 2003. The increase is attributed to increased expenditures for consulting, laboratory supplies and increased depreciation on laboratory equipment. The Company increased
expenditures relating to Oxycyte as the product
moves toward Phase I clinical trials while decreasing expenditures on its two other developmental products. Because of the nature of the Companys ongoing research and development activities, accounting periods may reflect significant changes
in expenses resulting from the timing of research related to the Companys three developmental products.



Interest expense decreased to $2,503 for fiscal year ended April 30, 2003 from $13,596 for fiscal year ended April 30, 2002. This decrease resulted from the repayment of the Companys short-term notes payable
during 2003.



FISCAL 2002 COMPARED TO FISCAL 2001



For the fiscal year ended April 30, 2002, Other Income decreased to $130,288 from $331,019
in the fiscal year ended April 30, 2001. Other Income consists principally of interest income on excess cash balances and this decrease is attributed to a reduction of the cash available for investment from fiscal 2001 to 2002.



11



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General and Administrative expenses of $2,291,123 for fiscal year 2002 increased $1,071,271 or 88% over fiscal year 2001
expenses of $1,219,852. This increase is mainly the result of $1,549,000 of expense recognized from the issuance of stock warrants resulting from the sale of common stock in previous years. General office and operating expenses have remained fairly
constant form fiscal 2001 to 2002.



Research and Development expenses increased
68% from $782,339 for the fiscal year ended April 30, 2001, to $1,313,382 for the fiscal year ended April 30, 2002. The Company has substantially increased its research and development activities as the result of cash made available from capital
investment in previous years. The increased expenditures were made principally in research wages and consulting services. Interest expense increased to $13,596 in fiscal year ended April 30, 2002 from $1,070 for fiscal year ended April 30, 2001.
This increase resulted from the Companys financing of purchased research equipment through short-term notes payable.



QUARTERLY RESULTS OF OPERATIONS



The following table presents the Companys operating results for each of the eight fiscal quarters in the period ended April 30, 2003. The information for each of
these quarters is unaudited and has been prepared on the same basis as the audited financial statements included in this Form 10-K. In the opinion of management, all necessary adjustments, which consist only of normal and recurring accruals, have
been included to fairly present the unaudited quarterly results. This data should be read together with the financial statements and the notes thereto included in this Form 10-K.



STATEMENTS OF OPERATIONS DATA



|                                                       |  | Three Months Ended |           
|------------------------------------------------------ |  | ------------------ | ----------
|                                                       |  | July 31,2001       |           
|Research and development expenses                      |  | $                  | 316,881   
|General and administrative expenses                    |  |                    | 245,991   
|Interest expense                                       |  |                    | 2,917     
|                                                       |  |                    |           
|Total expenses                                         |  |                    | 565,789   
|                                                       |  |                    |           
|Other (Income) Expense                                 |  |                    | (48,419   
|                                                       |  |                    |           
|Net loss                                               |  | $                  | (517,370  
|                                                       |  |                    |           
|Net loss per share, basic and diluted                  |  | $                  | (0.006    
|                                                       |  |                    |           
|Weighted average shares outstanding, basic and diluted |  |                    | 85,139,699



LIQUIDITY AND CAPITAL RESOURCES



The Company has financed its operations since September 1990, when
current management became involved, through the issuance of debt and equity securities and loans from stockholders. As of April 30, 2003 the Company had $251,402 in total current assets and working capital of $236,869, compared to $2,531,552 in
total current assets and working capital of $2,352,474 as of April 30, 2002.



During the year ended April 30, 2003, the Company had a net decrease in cash and cash equivalents of $2,263,573, of which $2,093,762 was used in operations, $64,609 was used for investing activities, primarily for the purchase of



12



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additional laboratory equipment and additional patent expenditures, and $105,202 was used for financing activities, primarily the payment of notes payable.
The Company does not have any lines of credit or other arrangements with lenders.



Subsequent to April 30, 2003 and through June 30, 2003, as part of an anticipated $2,000,000 common stock placement, the Company received $900,000 in deposits for the purchase of common stock to be issued subsequent to April 30, 2003 at a
price of $0.08 per share. In connection with this transaction, the placement agent will receive 8,500,000 stock warrants for the purchase of common stock at an average exercise price of $0.22 per share, a one year extension of existing stock
warrants for the purchase of 2,000,000 shares of common stock with an exercise price of $0.20 per share and a 5% cash finders fee. Management believes that this additional cash raised from this offering will be sufficient to fund current operations
for approximately 1 year.



The Company is in the pre-clinical trial stage in
the development of its products. These products must undergo further development and testing prior to submission to the FDA for approval to market its products. This additional development and testing will require significant additional financing.
There can be no assurance these proposed funding arrangements will be successful, or that if they are not the Company will be able to secure additional capital.



RISK FACTORS



You should carefully consider the risks described below together with all of the other information included in this report on Form 10-K. An investment in the Companys common stock is very risky. If any of the
following risks actually occur, our business, financial condition or results of operations could be harmed. In such an event, the trading price of the Companys common stock could decline, and you may lose part or all of your investment.



The Company expects to incur losses for the foreseeable future and may never
achieve profitability.



The Company has incurred net losses since the business
was revised in 1990 to develop a line of blood substitutes. Net losses were ($1,672,242) in 2001, ($3,487,813) in 2002 and $(2,227,337) in 2003. As of April 30, 2003, the Company had working capital of $236,869 and its accumulated deficit was
($18,700,730). Cash on hand at April 30, 2003 was $178,442 and, although the Company received additional cash subsequent to April 30, 2003 and through June 30, 2003 of $900,000 as part of an anticipated $2,000,000 common stock placement, the Company
believes this additional cash is sufficient to fund current operations for only 1 year.



The Company expects to incur substantial and increasing losses for the foreseeable future as a result of increases in research and development costs, including costs associated with conducting preclinical testing and clinical trials. It is
expected that the amount of operating losses will fluctuate significantly from quarter to quarter as a result of increases or decreases in research and development efforts, the initiation, success or failure of clinical trials, or other factors.



Chances for achieving profitability will depend on numerous factors, including
success in:



| |  |  | developing and testing new product candidates;
| | - |  | ----------------------------------------------



| |  |  | receiving regulatory approvals;
| | - |  | -------------------------------



| |  |  | manufacturing products;
| | - |  | -----------------------



| |  |  | marketing products; and
| | - |  | -----------------------



| |  |  | competing with products from other companies.
| | - |  | ---------------------------------------------



13



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Many of these factors will depend on circumstances beyond the Companys control. The Company expects to rely heavily
on third parties with respect to many aspects of its business, including research and development, clinical testing, manufacturing and marketing. It cannot be assured the Company will ever become profitable.



The Companys Independent Certified Public Accountants have concluded there is
substantial doubt as to the Companys ability to continue as a going concern for a reasonable period if time, and have, therefore, modified their report in the form of an explanatory paragraph describing the events that have given rise to this
uncertainty.



The Company needs substantial additional financing to
complete development and introduce products.



The costs to complete
preclinical tests and to begin and complete the Companys proposed clinical trials are very high. It is expected existing capital resources will satisfy capital requirements through approximately April 2003. However, substantial additional
financing will be needed to begin and continue clinical trials on its products. Other than the anticipated $2,000,000 common stock placement, of which $900,000 has been received subsequent to April 30, 2003, there are currently no other commitments
for any additional financing. The anticipated $2,000,000 common stock sale will have a dilutive effect on existing shareholders. Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may include
restrictive covenants and there can be no assurance additional financing will be received. Future capital requirements will depend on many factors, including:



| |  |  | results of preclinical tests;
| | - |  | -----------------------------



| |  |  | results of any clinical trials;
| | - |  | -------------------------------



| |  |  | continued scientific progress in the research and development program;
| | - |  | ----------------------------------------------------------------------



| |  |  | the time and cost involved in obtaining regulatory approvals;
| | - |  | -------------------------------------------------------------



| |  |  | future collaborative relationships;
| | - |  | -----------------------------------



| |  |  | competing technological and market developments;
| | - |  | ------------------------------------------------



| |  |  | patient costs; and
| | - |  | ------------------



| |  |  | the cost of manufacturing.
| | - |  | --------------------------



If adequate funds are not available, the Company may be required to curtail operations or to cease operations. The amount of additional financing required cannot be estimated, however it will be substantial.



If the Company is unable to develop and successfully commercialize its
product candidates, it may never generate significant revenues or become profitable.



The Company must successfully complete preclinical tests on product candidates before applying for or beginning clinical trials on any of the product candidates. To date, Oxycyte is the only product that has been approved for clinical trials, which are expected to
begin in the last half of calendar 2003. The Company has not commercialized any products or recognized any revenue from product sales. It will require significant additional investment in research and development, preclinical testing and clinical
trials, regulatory approval, and sales and marketing activities. Product candidates, if successfully developed, may not generate sufficient or sustainable revenues to enable the Company to be profitable.



The Company must overcome significant obstacles to successfully develop or market product
candidates.



The development of product candidates is subject to the
significant risks of failure which are inherent in the development of new pharmaceutical products and products based on new technologies. These risks include:



14



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| |  |  | delays in preclinical testing, product development, clinical testing or manufacturing;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | unplanned expenditures for product development, clinical testing or manufacturing;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | failure of the product candidates to have the desired effect or an acceptable safety profile;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | failure to receive regulatory approvals;
| | - |  | ----------------------------------------



| |  |  | emergence of superior or equivalent products;
| | - |  | ---------------------------------------------



| |  |  | inability to manufacture on our own, or through others, product candidates on a commercial scale;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | inability to market products due to third-party proprietary rights;
| | - |  | -------------------------------------------------------------------



| |  |  | inability to find collaborative partners to pursue product development; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | failure by future collaborative partners to successfully develop products.
| | - |  | --------------------------------------------------------------------------



Research and development efforts may not result in any commercially viable products if those risks materialize.



Commercialization of products depends on collaborations with others. If the Company is
unable to find collaborators in the future, it may not be able to develop products.



The Companys strategy for the research, development and commercialization of products requires it to enter into contractual arrangements with corporate collaborators, licensors, licensees and others. The Company
does not have the funds to develop products and intends to depend on collaborators to develop products. Currently there are no contractual arrangements with any corporate collaborators, licensors, licensees or others to develop products. Even if
collaborative partners are found, it may not be possible to completely control the amount and timing of resources future collaborative partners will devote to products. The Company intends to seek collaborative arrangements for Oxycyte, Fluorovent
and its implantable glucose biosensor to help cover the cost of development; however, there is no assurance this will be successful. If collaborative relationships or other sources of financing cannot be found, the Company may not be able to
continue development programs and may be forced to sell assets, including technology, to raise capital.



Dependence on collaborative arrangements with third parties subjects the Company to a number of risks. These future collaborative arrangements may not be on terms favorable to the Company. Agreements with
collaborative partners typically allow partners significant discretion in electing whether to pursue any of the planned activities. The Company cannot control the amount and timing of resources collaborative partners may devote to the product
candidates, and partners may choose to pursue alternative products. Partners may not perform their obligations as expected. Business combinations or significant changes in a collaborative partners business strategy may adversely affect a
partners willingness or ability to complete its obligations under the arrangement. Moreover, the Company could become involved in disputes with partners, which could lead to delays or termination of development programs with them and
time-consuming and expensive litigation or arbitration. Even if the Company fulfills its obligations under a collaborative agreement, a partner can terminate the agreement under certain circumstances. If any collaborative partner were to terminate
or breach an agreement with it, or otherwise fail to complete its obligations in a timely manner, chances of successfully commercializing products would be materially and adversely affected.



If clinical trials for the Companys products are unsuccessful or delayed, the stock
price may decline.



The Company must demonstrate first through preclinical
testing and then through clinical trials that its product candidates are safe and effective for use in humans before it obtains regulatory approvals for the commercial sale of any products. The Company has completed preclinical testing only on
Oxycyte. None of the Companys other
products have completed preclinical trials. Conducting clinical trials is a lengthy, time-consuming and expensive process.



15



---

If there is progress to beginning clinical trials, completion of clinical trials may take several years or more. The
start of and rate of completion of clinical trials may be delayed by many factors, including:



| |  |  | unsuccessful preclinical testing results;
| | - |  | -----------------------------------------



| |  |  | lack of efficacy during the clinical trials;
| | - |  | --------------------------------------------



| |  |  | unforeseen safety issues;
| | - |  | -------------------------



| |  |  | slower than expected rate of patient recruitment;
| | - |  | -------------------------------------------------



| |  |  | government or regulatory delays;
| | - |  | --------------------------------



| |  |  | inability to adequately follow patients after treatment; or
| | - |  | -----------------------------------------------------------



| |  |  | inability to manufacture sufficient quantities of materials for use in clinical trials.
| | - |  | ---------------------------------------------------------------------------------------



The results from preclinical testing and early clinical trials are often not predictive of results obtained in later clinical trials. A
number of new drugs have shown promising results in clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals. Data obtained from preclinical and clinical activities are
susceptible to varying interpretations, which may delay, limit or prevent regulatory approval. In addition, regulatory delays or rejections may be encountered as a result of many factors, including perceived defects in the design of clinical trials
and changes in regulatory policy during the period of product development.



The
Company has submitted an investigational new drug application to commence clinical trials for Oxycyte and expects to conduct a Phase I clinical trials in the last half of calendar 2003. The Companys other product candidates are in preclinical development and the Company has not
submitted investigational new drug applications to commence clinical trials involving these products. Preclinical development efforts may not be successfully completed and the Company may not file any further investigational new drug applications.
If there is progress to clinical trials, any delays in, or termination of, clinical trials will materially and adversely affect development and commercialization timelines, which would cause the stock price to decline. Any of these events would also
seriously impede the ability to obtain additional financing.



If future
third party clinical trial managers do not perform, clinical trials for product candidates may be delayed or unsuccessful.



The Company has no experience in conducting and managing clinical trials. The Company intends to rely on third parties, including future collaborative partners, clinical
research organizations and outside consultants, to assist in managing and monitoring future clinical trials. Reliance on these third parties may result in delays in completing, or failing to complete, these trials if they fail to perform under the
terms of agreements with them.



If the Companys products are not
accepted by the market, it is not likely to generate significant revenues or become profitable.



Even if the Company obtains regulatory approval to market a product, products may not gain market acceptance among physicians, patients, healthcare payors and the medical community. The degree of market acceptance of
any pharmaceutical product that is developed will depend on a number of factors, including:



| |  |  | demonstration of clinical efficacy and safety;
| | - |  | ----------------------------------------------



| |  |  | cost-effectiveness;
| | - |  | -------------------



| |  |  | potential advantages over alternative therapies;
| | - |  | ------------------------------------------------



16



---

| |  |  | reimbursement policies of government and third-party payors; and
| | - |  | ----------------------------------------------------------------



| |  |  | effectiveness of our marketing and distribution capabilities.
| | - |  | -------------------------------------------------------------



Physicians will not recommend therapies using products until clinical data or other factors demonstrate their safety and efficacy as compared to other drugs or
treatments. Even if the clinical safety and efficacy of therapies using products is established, physicians may elect not to recommend the therapies for any number of other reasons, including whether the mode of administration of products is
effective for certain indications. Physicians, patients, third-party payors and the medical community may not accept and utilize any product candidates that the Company or its future collaborative partners, if any, develop. If products do not
achieve significant market acceptance, the Company is not likely to generate significant revenues or become profitable.



If the Company is unable to attract and retain key employees and consultants, it will be unable to develop and commercialize products.



The Company is highly dependent on the principal members of its scientific and management
staff. In order to pursue product development, marketing and commercialization plans, the Company will need to hire personnel with experience in clinical testing, government regulation, manufacturing, marketing and finance. The Company may not be
able to attract and retain personnel on acceptable terms given the intense competition for such personnel among high technology enterprises, including biotechnology, pharmaceutical and healthcare companies, universities and non-profit research
institutions. Most of the Companys scientific and management staff does not have employment contracts. If the Company loses any of these persons, or is unable to attract and retain qualified personnel, business, financial condition and results
of operations may be materially and adversely affected.



If the Company
fails to enter into successful marketing arrangements with third parties, it would not be able to commercialize products and it would not become profitable.



The Company currently has no sales and marketing infrastructure and has no experience in marketing, sales and distribution. Future
profitability will depend in part on plans to enter into successful marketing arrangements with third parties. To the extent that the Company enters into marketing and sales arrangements with other companies, revenues will depend on the efforts of
others. These efforts may not be successful. If the Company is unable to enter into third-party arrangements, it may not be able to commercialize its products.



If the Company does not compete successfully in the development and commercialization of products and keep pace with rapid technological change, it will be unable
to capture and sustain a meaningful market position.



The biotechnology
and pharmaceutical industries are highly competitive and subject to significant and rapid technological change. The Company is aware of several pharmaceutical and biotechnology companies that are actively engaged in research and development in areas
related to the Companys products. Most of these companies have commenced clinical trials. Many of these companies are addressing the same diseases and disease indications.



Many of these companies and institutions, either alone or together with their collaborative partners, have substantially greater financial
resources and larger research and development staffs. In addition, many of these competitors, either alone or together with their collaborative partners, have significantly greater experience in:



| |  |  | developing products;
| | - |  | --------------------



| |  |  | undertaking preclinical testing and human clinical trials;
| | - |  | ----------------------------------------------------------



| |  |  | obtaining FDA and other regulatory approvals of products; and
| | - |  | -------------------------------------------------------------



| |  |  | manufacturing and marketing products.
| | - |  | -------------------------------------



17



---

Developments by others may render the Companys product candidates or technologies obsolete or noncompetitive. The
Company faces and will continue to face intense competition from other companies for collaborative arrangements with pharmaceutical and biotechnology companies for establishing relationships with academic and research institutions and for licenses
of proprietary technology. These competitors, either alone or with their collaborative partners, may succeed in developing technologies or products that are more effective than those the Company has.



If the Companys intellectual property does not adequately protect product
candidates, others could compete more directly against the Company, which would hurt profitability.



Success depends in part on the Companys ability to:



| |  |  | obtain patents or rights to patents;
| | - |  | ------------------------------------



| |  |  | protect trade secrets;
| | - |  | ----------------------



| |  |  | operate without infringing upon the proprietary rights of others; and
| | - |  | ---------------------------------------------------------------------



| |  |  | prevent others from infringing on its proprietary rights.
| | - |  | ---------------------------------------------------------



The Company will be able to protect proprietary rights from unauthorized use by third parties only to the extent that proprietary rights are covered by valid and
enforceable patents or are effectively maintained as trade secrets. The patent position of biopharmaceutical companies involves complex legal and factual questions and, therefore, enforceability cannot be predicted with certainty. Patents, if
issued, may be challenged, invalidated or circumvented. Thus, any patents that are owned or licensed from third parties may not provide any protection against competitors. Pending patent applications, those that the Company may file in the future,
or those that may be licensed from third parties, may not result in patents being issued. Also, patent rights may not provide adequate proprietary protection or competitive advantages against competitors with similar technologies. The laws of
certain foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.



In addition to patents, the Company relies on trade secrets and proprietary know-how. Protection is sought, in part, through confidentiality and proprietary information
agreements. These agreements may not provide meaningful protection or adequate remedies for technology in the event of unauthorized use or disclosure of confidential and proprietary information. Failure to protect proprietary rights could seriously
impair the Companys competitive position.



If third parties claim the
Company is infringing their intellectual property rights, it could suffer significant litigation or licensing expenses or be prevented from marketing its products.



The areas in which the Company has focused research and development have a number of competitors. This has resulted in a number of issued
patents and still-pending patent applications. Patent applications in the United States are, in most cases, maintained in secrecy until patent issue. The publication of discoveries in the scientific or patent literature frequently occurs
substantially later than the date on which the underlying discoveries were made. Commercial success depends significantly on the Companys ability to operate without infringing the patents and other proprietary rights of third parties. The
Companys technologies may infringe the patents or violate other proprietary rights of third parties. In the event of such infringement or violation, the Company may be prevented from pursuing product development or commercialization.



The biotechnology and pharmaceutical industries have been characterized by
extensive litigation regarding patents and other intellectual property rights. The defense and prosecution of intellectual property suits, U.S. Patent and Trademark Office interference proceedings and related legal and administrative proceedings in
the United States and internationally involve complex legal and factual questions. As a result, such proceedings are costly and time-consuming to pursue and their outcome is uncertain. Litigation may be necessary to:



| |  |  | enforce patents that we own or license;
| | - |  | ---------------------------------------



18



---

| |  |  | protect trade secrets or know-how that we own or license; or
| | - |  | ------------------------------------------------------------



| |  |  | determine the enforceability, scope and validity of the proprietary rights of others.
| | - |  | -------------------------------------------------------------------------------------



If the Company became involved in any litigation, interference or other administrative proceedings, it will incur substantial expense and
the efforts of technical and management personnel will be significantly diverted. An adverse determination may subject the Company to loss of proprietary position or to significant liabilities, or require licenses that may not be available from
third parties. The Company may be restricted or prevented from manufacturing and selling products, if any, in the event of an adverse determination in a judicial or administrative proceeding or if we fail to obtain necessary licenses. Costs
associated with these arrangements may be substantial and may include ongoing royalties. Furthermore, the necessary licenses may not be obtained on satisfactory terms, if at all.



If the government and third party payors fail to provide adequate coverage and reimbursement rates for product candidates, the market
acceptance of products may be adversely affected.



In both domestic and
foreign markets, sales of product candidates will depend in part upon the availability of reimbursement from third-party payors. Such third-party payors include government health administration authorities, managed care providers, private health
insurers and other organizations. These third-party payors are increasingly challenging the price and examining the cost effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of
newly approved healthcare products. The Company may need to conduct post-marketing studies in order to demonstrate the cost-effectiveness of products. Such studies may require the commitment of a significant amount of management time and financial
and other resources. Product candidates may not be considered cost-effective. Adequate third-party reimbursement may not be available to maintain price levels sufficient to realize an appropriate return on investment in product development. Domestic
and foreign governments continue to propose and pass legislation designed to reduce the cost of healthcare. Accordingly, legislation and regulations affecting the pricing of pharmaceuticals may change before proposed products are approved for
marketing. Adoption of such legislation could further limit reimbursement for pharmaceuticals.



If a successful product liability claim or series of claims is brought against the Company for uninsured liabilities or in excess of insured liabilities, it could be forced to pay substantial damage awards.



The use of any of product candidates in clinical trials, and the sale of
any approved products, may expose the Company to liability claims and financial losses resulting from the use or sale of our products. Although it is intended that insurance coverage will be obtained before the Company begins clinical trials,
currently there is no liability insurance. The Company intends to obtain insurance coverage to include the sale of commercial products if marketing approval is obtained for product candidates in development. Insurance coverage may not be able to be
maintained at a reasonable cost or in sufficient amounts or scope to protect against losses.



If the Company fails to manage growth, business could be harmed.



The business plan contemplates a period of substantial growth if clinical trials begin on one or more products and the Company develops other products that will place a strain on administrative and operational
infrastructure. Management infrastructure has been very limited. The ability to manage effectively its operations and growth requires the Company to expand and improve operational, financial and management controls, reporting systems and procedures
and to attract and retain sufficient numbers of talented employees. The Company may not successfully implement improvements to management information and control systems in an efficient or timely manner and may discover deficiencies in existing
systems and controls.



If use of hazardous materials results in
contamination or injury, the Company could suffer significant financial loss.



19



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Research and manufacturing activities involve the controlled use of hazardous materials. The Company cannot eliminate the
risk of accidental contamination or injury from these materials. In the event of an accident or environmental discharge, the Company may be held liable for any resulting damages, which may exceed available financial resources.



The Companys stock price could continue to be highly volatile and investors may not
be able to resell shares at or above the price paid for them.



The market
price of the Companys common stock, like that of many other life sciences companies, has been highly volatile and is likely to continue to be highly volatile. The following factors, among others, could have a significant impact on the market
price of the common stock:



| |  |  | the results of preclinical tests and future clinical trials or those of future collaborators or competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | evidence of the safety or efficacy of products or the products of competitors;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the announcement by the Company or its competitors of technological innovations or new products;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | developments concerning patents or other proprietary rights or those of future competitors, including litigation or patent office proceedings;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | loss of key personnel;
| | - |  | ----------------------



| |  |  | governmental regulatory actions;
| | - |  | --------------------------------



| |  |  | changes or announcements in reimbursement policies;
| | - |  | ---------------------------------------------------



| |  |  | agreements with future collaborators;
| | - |  | -------------------------------------



| |  |  | period-to-period fluctuations in operating results;
| | - |  | ---------------------------------------------------



| |  |  | market conditions for life science stocks in general; and
| | - |  | ---------------------------------------------------------



| |  |  | changes in estimates of performance by securities analysts.
| | - |  | -----------------------------------------------------------



ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The financial statements and supplementary data as required by this item are set forth in a separate section of this report.



ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES



None



ITEM 10DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE REGISTRANT



The directors, officers and key employees of the Company are as follows:



|Name             |  | Age |  | Position                                      
|---------------- |  | --- |  | ----------------------------------------------
|                 |  |    
|Howard Jones     |  | 66  |  | Chairman of the Board                         
|                 |  |    
|Roger A. Ekbom   |  | 77  |  | Director                                      
|                 |  |    
|Robert W. Nicora |  | 63  |  | President and Chief Executive Officer Director



20



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|                    |  |   
|------------------- |  | --
|David Johnson       |  | 56
|                    |  |   
|Richard Kiral, Ph.D |  | 62



DIRECTORS AND EXECUTIVE OFFICERS



Howard Jones, Ph.D., is Chairman of the Board of Directors. Dr.
Jones most recent position was president of the biopharmaceutical business unit of Curative Health Services where he was responsible for R&D, licensing, and manufacturing of wound healing technology that incorporates growth factors from
patient blood. He has more than 30 years of experience in directing research and development of drugs at Revlon, Bristol-Myers Squibb, Amylin Pharmaceuticals, and Cypros Pharmaceuticals, a company he co-founded. He started his career at Merck where
he discovered Clinoril, a drug for the treatment of rheumatoid arthritis that has annual sales of $400,000,000. He has had more than 84 patents issued for his biopharmaceutical developments.



Roger A. Ekbom is Vice Chairman of the Board of Directors. Mr. Ekbom was Chief Executive
Officer from 1991 to March 1998 and has extensive experience with medical device companies including managing companies from startup through full development and subsequent sales. He is the founder and former President of Cardio Vista Systems, Inc.,
and founder and Chairman of Tronomed, Inc. From 1976 until 1993, Mr. Ekbom was the Vice President of and a major stockholder in Respiratory Support Products, Inc. and Tronomed International, Inc. Mr. Ekbom was formerly the general manager of a
division of Becton Dickinson, an international medical device company, and of Marion Scientific, a subsidiary of Marion Laboratories. Mr. Ekbom graduated from the University of Minnesota.



Robert W. Nicora became the President, Chief Executive Officer and Director on March 1, 1998. Mr. Nicora has BS in chemistry, five years of
graduate study in biochemistry and medical sciences, and over 30 years of experience in various laboratory, management and regulatory positions with pharmaceutical and medical device companies. While at McGaw Laboratories, he was responsible for the
development and FDA approval of hetastarch, a synthetic blood expander, now marketed by DuPont Pharma. He led the team that evaluated a joint partnership with Green Cross to develop their perfluorocarbon blood substitute, Fluosol. From 1994 through
March 1998, he was director of scientific and regulatory services with Quintiles, the worlds largest global contact pharmaceutical company. He has provided preclinical and clinical drug and device consulting services to a number of startup
biomedical companies.



David H. Johnson, CPA, is Chief Financial Officer. Mr.
Johnson has over 25 years of financial and administrative management experience, including President and Chief Financial Officer of FirstPlus Bank. Previously Mr. Johnson was a regional partner at McGladrey and Pullen, a major public accounting
firm. Mr. Johnson has a BA in accounting and is a certified public accountant.



KEY EMPLOYEES AND CONSULTANTS



Richard Kiral, Ph.D., Vice
President of Research and Development holds a Ph.D. in analytical chemistry and has over of 20 years of experience in the pharmaceutical and medical device industries. He has held vice president positions in R&D at Anthony Products, Ioptex
Research, Allergan, and McGaw Laboratories, where he was responsible for development of a nutritional fat emulsion.



Douglas Kornbrust, Ph.D., Consultant Director, Preclinical Toxicology and Pharmacology holds a Ph.D. in toxicology and currently is vice president and scientific director
at Sierra Biomedical, a leading contract primate testing facility for the pharmaceutical and biotechnology industries. He previously held senior technical and management positions at ISIS Pharmaceuticals, Rhone-Poulenc-Rorer, Merck, and Alliance
Pharmaceuticals, where he was responsible for the development and implementation of preclinical toxicology programs for their perfluorocarbon liquid ventilation and blood substitute products.



James Kelly, management and financial advisor to the CEO. Mr. Kelly has more than 30 years of
senior management experience in the healthcare industry including Becton Dickenson. Ha has managed 20 operating companies, and has initiated start-ups and negotiated acquisitions, joint ventures, licensing agreements, divestitures, and liquidations.
He has



21



---

also secured private and public financing for several businesses. He has served on the Boards of public and private companies, and has been a member of the
American Management Associations General Management Council for Growing Businesses.



Robert Kaufman, Ph.D., scientific and management consultant. Dr. Kaufman, who holds a Ph.D. in chemistry, currently is the founder and President of Gateway Chemical Technology, a custom chemical development and
manufacturing company. Previously, he was founding Vice President, R&D and then President of Hemagen where he was responsible for development and testing of their perfluorocarbon based blood substitute.



James H. Reavis, consultant director of marketing received BS in chemistry and has a career
of over 35 years in sales and marketing of pharmaceutical products and biomedical devices. He has owned and operated full-service advertising agencies and, for the last ten years, has consulted with high technology healthcare clients. His client
roster includes Abbott, Baxter Edwards, Allergan, Genentech, Invacare, Kyocera, Advanced Cardiovascular Systems, IVAC, and IMED. Mr. Reavis provides qualitative and quantitative market research services to help guide product development, product
positioning, and partnering strategies.



Anthony Fox, MD, Ph.D., consulting
clinical pharmacologist. Dr. Fox currently is President of the consulting firm EBD Group. Dr. Fox previously held senior positions with Cypros Pharmaceuticals, Glaxo, Inc., and Procter and Gamble Pharmaceuticals.



The Company currently contracts or utilizes 7 scientific consultants, most with Ph.D. or MD
degrees. Four previously held senior positions at competing blood substitute companies.



ITEM 11EXECUTIVE COMPENSATION



The following table
provides certain summary information concerning compensation earned for services rendered in all capacities to the Company for the fiscal years ended April 30, 2003, 2002 and 2001, by the other most highly compensated executive officers of the
Company (Named Executive Officers). This information includes the dollar amount of base salaries, bonus awards, stock options and all other compensation, if any, whether paid or deferred.



SUMMARY COMPENSATION TABLE



|Name and Position                                    |      |                |        | Annual Compensation     |       | Long-termCompensationAwards, Securities,UnderlyingOptions/SARs |                         | AllOtherCompensation(1)
|---------------------------------------------------- | ---- | -------------- | ------ | ----------------------- | ----- | -------------------------------------------------------------- | ----------------------- | -----------------------
|                                                     | Year |                | Salary |                         | Bonus |                                                                | OtherAwardsCompensation |                        
|Robert Nicora, President                             |      | 2003 2002 2001 |        | 171,250 146,333 137,000 |       |                                                              |                         |                     
|                                                     |      |                |        |                         |       |                                                               
|Richard Kiral, Vice President of Product Development |      | 2003 2002 2001 |        | 150,500 144,833 132,000 |       |                                                             |                         |                     

---

|(1) |  | Mr. Nicora and Mr. Kiral received a $6,600 car allowance plus medical premiums and retirement contributions paid for by the Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------



OPTION GRANTS



The Company adopted a stock option plan in October 1999, which was ratified by a vote of the shareholders during fiscal year ended April 30,
2001. The 1999 plan provides for the granting of incentive and non-qualified options to officers, directors, consultants and key employees to purchase up to 4,000,000 shares of the Companys common stock at



22



---

prices not less than the fair market value of the stock at the date of grant for incentive options. The option expiration dates are determined at the date of
grant, but may not exceed ten years. The total number of options issued under the Plan at April 30, 2003 were 2,085,000 with a weighted average exercise price of $0.24.



In addition, the Company has issued options outside the Plan. At April 30, 2003 the total non-qualified options outstanding were 2,450,000
with a weighted average exercise price of $0.14.



The following table
summarizes certain information as of April 30, 2003 concerning the stock option grants to the Companys Chief Executive Officer and the other Named Executive Officers made for the fiscal year ended April 30, 2003. No stock appreciation rights,
restricted stock awards or long-term performance awards have been granted as of the date hereof and no options have been exercised.



Option Grants in Last Fiscal Year



|              |  | NumberofSecuritiesUnderlyingOptionsGranted |  | % of TotalOptionsGranted toEmployeesin
FiscalYear |    | Exerciseor BasePrice PerShare |     | Expiration Date |  | Potential RealizableValue at
AssumedAnnual Rates of StockPrice Appreciation ofOption Terms (1)
|------------- |  | ------------------------------------------ |  | ------------------------------------------------- | -- | ----------------------------- | --- | --------------- |  | ----------------------------------------------------------------------------------------------
|              |  |                                            |  |                                                   | 5% |                               | 10%
|Robert Nicora |  | 150,000                                    |  | 30.6%                                             |    | $0.17                         |     | 8/1/12          |  | 16,000                                                                                        
|Richard Kiral |  | 75,000                                     |  | 15.3%                                             |    | $0.15                         |     | 2/13/13         |  | 7,100                                                                                         
|David Johnson |  | 100,000                                    |  | 20.4%                                             |    | $0.17                         |     | 12/26/12        |  | 10,700                                                                                        

---

|(1) |  | Each option listed in the table above was fully vested as of the date of grant and exercisable over a three-year period. The potential realizable value is calculated based on the
ten-year tern of the option at the time of grant. It is calculated based on assumed annualized rates of stock price appreciation from the exercise price at the date of grant of 5% and 10% (compounded annually) over the full term of the grant with
appreciation determined as of the expiration date. The 5% and 10% assumed rates of appreciation are mandated by the Securities and Exchange Commission and do not represent the Companys estimate or projection of future common stock prices.
Actual gains on, if any, on stock options exercised are dependent on the future performance of the common stock and overall stock market conditions. The amounts reflected in the table may not be achieved.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Aggregate Options Exercised in Last Fiscal Year and Year End Option Values



|              |  | SharesAcquired OnExercise |  | ValueRealized |  | Number ofSecuritiesUnderlyingUnexercisedOptions AtFiscal Year
EndExercisable/Unexercisable |  | Value ofUnexercised In-the-Money Optionsat Fiscal Year
EndExercisable/Unexercisable (1)
|------------- |  | ------------------------- |  | ------------- |  | ------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------
|Robert Nicora |  | None                      |  | None          |  | 750,000/ 300,000                                                                           |  | $ 4,500 / $0                                                                           
|Richard Kiral |  | None                      |  | None          |  | 366,000 / 209,000                                                                          |  | $ 2,250 / $0                                                                           

---

|(1) |  | Based on the closing sale price on the OTC Bulletin Board on the last day of the 2003 fiscal year of $0.15 less the option exercise price payable per share.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



23



---

DEFINED BENEFIT AND ACTUARIAL PLANS



The Company has not supplied Defined Benefits, or similar Pension, Benefit or Actuarial Plan Benefits to its Executive Officers.



COMPENSATION OF DIRECTORS



The Company currently has two outside members of the board of directors. Each Board member
received compensation of $12,000 for fiscal year 2003.



EMPLOYMENT CONTRACTS



During March 2002, the Board of Directors approved a three-year
employment contract with Robert W. Nicora, as President and Chief Executive Officer. Mr. Nicoras base annual salary is $180,000 per year with minimum 5% annual increases and includes an automobile allowance, medical and dental coverage,
participation in the Executive Bonus Plan, $500,000 life insurance payable by the corporation and payable to a beneficiary named by the insured, and participation in the Companys stock option plan with the grant of 150,000 options annually. At
the end of the contract, Mr. Nicoras contract will renew automatically annually unless terminated by either party. Mr. Nicoras employment agreement provides that he may, at his election, receive a severance payment equal to 299% of his
average annual salary and bonuses received during the prior two-year period in the event of a change in control as defined.



On February 1, 2000 the Board of Directors approved a two-year employment contract with Richard Kiral, as Vice President of Product Development. Mr. Kirals base
annual salary is $148,000 per year and includes an automobile allowance, medical and dental coverage, participation in the Executive Bonus Plan, $200,000 life insurance payable by the corporation and payable to a beneficiary named by the insured,
and participation in the Companys stock option plan with the grant of an option for 100,000 shares annually. The contract will renew automatically annually unless terminated by either party. Mr. Kirals employment agreement provides that
he is to a minimum severance payment equal to 9 months of his annual salary period in the event of a change in control as defined.



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS



The Company does not presently have a Compensation Committee of the Board of Directors, or other Board Committees performing equivalent
functions, and did not at any time during the last four years. The Board of Directors presently performs these functions and participated in deliberations concerning executive officer compensation during the last fiscal year. None of the
Companys executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Companys Board of Directors or Compensation
Committee.



ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT



The following tables sets forth as of April 30, 2003 the stock
ownership of all persons who, to the registrants knowledge, own of record and beneficially five (5%) percent or more of its outstanding Common Stock, and for the officers and directors as a group.



MANAGEMENT OWNERS



|Title of Class |  | Name of BeneficialOwner |  | Amount & Natureof BeneficialOwnership |  | Percent ofClass |  
|-------------- |  | ----------------------- |  | ------------------------------------- |  | --------------- | -
|Common Stock   |  | Roger A. Ekbom (1)      |  | 1,910,920                             |  | 2.15            | %
|Common Stock   |  | Robert W. Nicora (2)    |  | 1,292,858                             |  | 1.46            | %
|Common Stock   |  | Howard Jones (3)        |  | 235,000                               |  | 0.26            | %



24



---

|Common Stock                                     |  | David Johnson (4) |  | 133,333 |   | 0.15 | %
|------------------------------------------------ |  | ----------------- |  | ------- | - | ---- | -
|Common Stock                                     |  | Richard Kiral (5) |  | 366,667 |   | 0.41 | %
|All Directors and Officers as a group5 persons) |  | 3,938,778         |  | 4.44    | %

---

|(1) |  | Includes options to purchase 535,000 shares of common stock currently exercisable or exercisable within 60 days of July 15, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes options to purchase 900,000 shares of common stock currently exercisable or exercisable within 60 days of July 15, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes options to purchase 135,000 shares of common stock currently exercisable or exercisable within 60 days of July 15, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes options to purchase 133,000 shares of common stock currently exercisable or exercisable within 60 days of July 15, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes options to purchase 366,667 shares of common stock currently exercisable or exercisable within 60 days of July 15, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------



ITEM 13CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



During fiscal 2002 and 2001, the Company recorded expenses of approximately $9,000 and
$12,400, respectively, for services provided by a company in which an officer of the Company had a controlling interest. There were no related party transactions in fiscal 2003.



ITEM 14EVALUATION OF CONTROLS AND PROCEDURES



Our management is responsible for maintaining effective disclosure controls and procedures. Within the 90-day period prior to the date of
this report, we evaluated the effectiveness and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are effective. There have been no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date we carried out our
evaluation.



PART IV



ITEM 15EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



A. Documents Filed as a Part of This Report:



| | (1) |  | FINANCIAL STATEMENTS
| | --- |  | --------------------



| | (a) |  | Report of Independent Certified Public Accountants.
| | --- |  | ---------------------------------------------------



| | (b) |  | Balance Sheets as of April 30, 2003 and 2002.
| | --- |  | ---------------------------------------------



| | (c) |  | Statements of Operations for each of the three years in the period ended April 30, 2003 and for the period May 26, 1967 (Date of Incorporation) to April 30, 2003.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) |  | Statements of Stockholders Equity for each of the three years in the period ended April 30, 2003 and for the period May 26, 1967 (Date of Incorporation) to April 30, 2003.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25



---

| | (e) |  | Statements of Cash Flows for each of the three years in the period ended April 30, 2003 and for the period May 26, 1967 (Date of Incorporation) to April 30, 2003.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) |  | Notes to the Financial Statements.
| | --- |  | ----------------------------------



| | (2) |  | REPORTS ON 8-K
| | --- |  | --------------



None



INDEX TO EXHIBITS



|      |  | Exhibits Required by Item 601 of Regulation S-K                                                                                                                   |  | Exhibitsto PriorReports |  | Exhibits toThis Year
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | --------------------
|99.1  |  | Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                             |  |                         |  | X                   
|99.2  |  | Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                             |  |                         |  | X                   
|99.3  |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                           |  |                         |  | X                   
|99.4  |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                           |  |                         |  | X                   
|3(a)  |  | Registrants Amended Articles of Incorporation                                                                                                                     |  | X                       |  |                     
|3(b)  |  | Specimen Form of Common Stock Certificate                                                                                                                         |  | X                       |  |                     
|4(a)  |  | Stock Option Agreement between Robert Skalnik, January 12, 2001                                                                                                   |  | X                       |  |                     
|4(b)  |  | Stock Option Agreement between Robert Skalnik, December 29, 2000                                                                                                  |  | X                       |  |                     
|4(c)  |  | Stock Option Agreement between Robert Skalnik, December 29, 2000                                                                                                  |  | X                       |  |                     
|4(d)  |  | Stock Option Agreement between Robert Skalnik, December 29, 2000                                                                                                  |  | X                       |  |                     
|4(e)  |  | Stock Option Agreement between James Reavis, December 29, 2000                                                                                                    |  | X                       |  |                     
|4(f)  |  | Stock Option Agreement between James Reavis, January 12, 2001                                                                                                     |  | X                       |  |                     
|4(g)  |  | Stock Option Agreement between James Reavis, December 29, 2000                                                                                                    |  | X                       |  |                     
|4(h)  |  | Stock Option Agreement between James Reavis, December 29, 2000                                                                                                    |  | X                       |  |                     
|4(i)  |  | Stock Option Agreement between Joan Mahan, May 26, 2000                                                                                                           |  | X                       |  |                     
|4(j)  |  | Stock Option Agreement between Lane Martin, July 13, 2000                                                                                                         |  | X                       |  |                     
|4(k)  |  | Agreement dated September 17, 2001 with Abacus Ventures, LLC                                                                                                      |  | X                       |  |                     
|4(l)  |  | Agreement dated September 27, 2001 with Stephen R. Lairmore                                                                                                       |  | X                       |  |                     
|4(m)  |  | Stock Option Agreement between Andreas Camenzind, August 23, 2001                                                                                                 |  | X                       |  |                     
|4(n)  |  | Stock Option Agreement between Andreas Camenzind, August 23, 2001                                                                                                 |  | X                       |  |                     
|4(o)  |  | Stock Option Agreement between Andreas Camenzind, December 3, 2001                                                                                                |  | X                       |  |                     
|4(p)  |  | Stock Option Agreement between Andreas Camenzind, March 1, 2002                                                                                                   |  | X                       |  |                     
|10(a) |  | Agreement between the Registrant and Leland C. Clark, Jr., Ph.D. dated October 1, 1991 with amendments, Re: Assignment of Intellectual Property and Trade Secrets |  | X                       |  |                     
|10(b) |  | Agreement between the Registrant and Keith R. Watson, Ph.D., Re: Assignment of Invention                                                                          |  | X                       |  |                     
|10(c) |  | Promissory Note from Roger Ekbom                                                                                                                                  |  | X                       |  |                     
|10(d) |  | 1999 Employee Stock Plan                                                                                                                                          |  | X                       |  |                     
|10(e) |  | Childrens Hospital Research Foundation License Agreement                                                                                                         |  | X                       |  |                     



26



---

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereto duly authorized.



SYNTHETIC BLOOD INTERNATIONAL, INC.By:

/S/ ROBERT W. NICORARobert W. Nicora, President &Chief Executive OfficerBy:

/S/ DAVID H. JOHNSONDavid H. Johnson, Chief Financial Officer




Dated: 7/15/03



Pursuant to the requirements of Instruction D to Form
10-K under the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The following represent at least a majority of the Board of
Directors of the Registrant.



|Date    |  | Name & Title                                                                 
|------- |  | -----------------------------------------------------------------------------
|7/15/03 |  | Roger A. Ekbom Vice Chairman of the Board of Directors By: /S/ ROGER A. EKBOM
|        | 
|7/15/03 |  | Robert W. Nicora President & Director By: /S/ ROBERT W. NICORA               
|        | 
|7/15/03 |  | Howard Jones Chairman of the Board of Directors By: /S/ HOWARD JONES         



27



---

Financial Statements and Report of

Independent Certified Public Accountants



SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage
Enterprise)



April 30, 2003 and 2002



F-1



---

C O N T E N T S



|                                                   |  | Page
|-------------------------------------------------- |  | ----
|                                                   | 
|REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS |  | F-3 
|                                                   | 
|FINANCIAL STATEMENTS                               |  |     
|                                                   | 
|BALANCE SHEETS                                     |  | F-4 
|                                                   | 
|STATEMENTS OF OPERATIONS                           |  | F-6 
|                                                   | 
|STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)        |  | F-7 
|                                                   | 
|STATEMENT OF CASH FLOWS                            |  | F-10
|                                                   | 
|NOTES TO FINANCIAL STATEMENTS                      |  | F-13



F-2



---

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors

Synthetic Blood International, Inc.



We have audited the accompanying
balance sheets of Synthetic Blood International, Inc. (a Company in the development stage) as of April 30, 2003 and 2002, and the related statements of operations, stockholders equity and cash flows for each of the three years in the period
ended April 30, 2003 and for the period from inception (May 26, 1967) to April 30, 2003. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements
based on our audits.



We conducted our audits in accordance with auditing
standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Synthetic Blood International, Inc. as of April 30, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years in the period ended April 30, 2003 and for the period from inception (May 26, 1967) to April 30, 2003, in conformity with accounting principles generally accepted in the United States of
America.



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is a development stage enterprise engaged in developing certain medical products. The Company has accumulated deficit during the development stage of $18,700,730 as of April 30, 2003,
and has used cash in operations of $2,093,762 during the year ended April 30, 2003. The Company will require substantial additional financing to fund operations until the necessary regulatory approvals are obtained, if ever. These factors, among
others as described in Note A, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans concerning these matters are described in Note A. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



|/S/ GRANT THORNTON LLP
|----------------------
|                      
|Irvine, California    
|June 30, 2003         



F-3



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



BALANCE SHEETS



April 30,



ASSETS



|                                          |  | 2003 |          |   | 2002 |  
|----------------------------------------- |  | ---- | -------- | - | ---- | -
|CURRENT ASSETS:                           |  |      |          |   |      |  
|Cash and cash equivalents                 |  | $    | 178,442  |   |      | $
|Prepaid expenses and other current assets |  |      | 72,960   |   |      |  
|                                          |  |      |          |   |      |  
|Total current assets                      |  |      | 251,402  |   |      |  
|                                          |  |      |          |   |      |  
|PROPERTY AND EQUIPMENT                    |  |      |          |   |      |  
|Laboratory equipment                      |  |      | 594,260  |   |      |  
|Furniture and fixtures                    |  |      | 41,874   |   |      |  
|Leasehold improvements                    |  |      | 4,810    |   |      |  
|                                          |  |      |          |   |      |  
|                                          |  |      | 640,944  |   |      |  
|Less accumulated depreciation             |  |      | (215,020 | ) |      |  
|                                          |  |      |          |   |      |  
|Property and equipment, net               |  |      | 425,924  |   |      |  
|                                          |  |      |          |   |      |  
|PATENTS, net                              |  |      | 237,579  |   |      |  
|                                          |  |      |          |   |      |  
|                                          |  | $    | 914,905  |   |      | $
|                                          |  |      |          |   |      |  



The accompanying notes
are an integral part of these financial statements.



F-4



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



BALANCE SHEETSCONTINUED



April 30,



LIABILITIES AND STOCKHOLDERS EQUITY



|                                                                                                                                                                         |  | 2003 |             |   | 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ----------- | - | ---- | -
|CURRENT LIABILITIES                                                                                                                                                      |  |      |             |   |      |  
|Accounts payable                                                                                                                                                         |  | $    | 12,235      |   |      | $
|Accrued payroll                                                                                                                                                          |  |      | 2,298       |   |      |  
|Notes payable                                                                                                                                                            |  |      |            |   |      |  
|                                                                                                                                                                         |  |      |             |   |      |  
|Total current liabilities                                                                                                                                                |  |      | 14,533      |   |      |  
|                                                                                                                                                                         |  |      |             |   |      |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                            |  |      |            |   |      |  
|                                                                                                                                                                         |  |     
|STOCKHOLDERS EQUITY:                                                                                                                                                    |  |      |             |   |      |  
|Preferred stock, undesignated; authorized 10,000,000 shares; none issued or outstanding at April 30, 2003 and 2002,
respectively                                         |  |      |            |   |      |  
|Common stock, par value $0.01 per share; authorized 200,000,000 shares; 88,783,874 and 88,577,245 shares issued and outstanding at
April 30, 2003 and 2002, respectively |  |      | 887,839     |   |      |  
|Additional paid-in capital                                                                                                                                               |  |      | 18,713,263  |   |      |  
|Deficit accumulated during the development stage                                                                                                                         |  |      | (18,700,730 | ) |      |  
|                                                                                                                                                                         |  |      |             |   |      |  
|Total stockholders equity                                                                                                                                               |  |      | 900,372     |   |      |  
|                                                                                                                                                                         |  |      |             |   |      |  
|                                                                                                                                                                         |  | $    | 914,905     |   |      | $
|                                                                                                                                                                         |  |      |             |   |      |  



The accompanying notes
are an integral part of these financial statements.



F-5



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENTS OF OPERATIONS



For Each
of the Three Years in the Period ended April 30, 2003 and For the Period

May 26, 1967 (Date of Inception) to April 30, 2003



|                                                                       |  | Period fromMay 26, 1967(inception) toApril 30, 2003 |             |   | 2003 |   |            | 2002 |  |   | 2001       |  
|---------------------------------------------------------------------- |  | --------------------------------------------------- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|EXPENSES                                                               |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Research and development                                               |  | $                                                   | 6,916,708   |   |      | $ | 1,433,040  |      |  | $ | 1,313,382  |  
|General and administrative                                             |  |                                                     | 12,202,749  |   |      |   | 840,352    |      |  |   | 2,291,123  |  
|Interest                                                               |  |                                                     | 182,643     |   |      |   | 2,503      |      |  |   | 13,596     |  
|                                                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Total expenses                                                         |  |                                                     | 19,302,100  |   |      |   | 2,275,895  |      |  |   | 3,618,101  |  
|                                                                       |  |                                                     |             |  
|OTHER INCOME (primarily interest)                                      |  |                                                     | (601,370    | ) |      |   | (48,558    | )    |  |   | (130,288   | )
|                                                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|NET LOSS                                                               |  | $                                                   | (18,700,730 | ) |      | $ | (2,227,337 | )    |  | $ | (3,487,813 | )
|                                                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|NET LOSS PER SHARE                                                    |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Basic and diluted                                                      |  |                                                     |             |   |      | $ | (0.03      | )    |  | $ | (0.04      | )
|                                                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBasic and diluted |  |                                                     |             |   |      |   | 88,651,158 |      |  |   | 87,198,320 |  
|                                                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  



The accompanying notes
are an integral part of these financial statements.



F-6



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENT OF STOCKHOLDERS EQUITY



For the Three Years Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30, 2003



|                                                                                 |  | Common Stock    |  | Additionalpaid-in capital |         | Stocksubscriptionreceivable |   |            | Depositson commonstock |   | Deficitaccumulatedduring thedevelopment stage |   |  | Totalstockholdersequity |          
|-------------------------------------------------------------------------------- |  | --------------- |  | ------------------------- | ------- | --------------------------- | - | ---------- | ---------------------- | - | --------------------------------------------- | - |  | ------------------------ | ---------
|                                                                                 |  | Number ofshares |  | Amount                    |         |                             |   |            |                       
|BALANCES, May 26, 1967                                                           |  |                |  | $                         |        |                             | $ |           |                        | $ |                                              |   |  | $                        |         
|Issuance of common stock                                                         |  | 58,440,289      |  |                           | 584,403 |                             |   | 9,777,614  |                        |   |                                              |   |  |                          |         
|Issuance of common stock upon conversion of debentures                           |  | 1,401,399       |  |                           | 14,014  |                             |   | 818,234    |                        |   |                                              |   |  |                          |         
|Issuance of common stock to employees and compensatory options                   |  | 218,800         |  |                           | 2,188   |                             |   | 81,312     |                        |   |                                              |   |  |                          |         
|Issuance of common stock for services rendered                                   |  | 854,175         |  |                           | 8,542   |                             |   | 136,975    |                        |   |                                              |   |  |                          |         
|Issuance of common stock to officers to retire shareholder loans                 |  | 1,044,450       |  |                           | 10,444  |                             |   | 177,556    |                        |   |                                              |   |  |                          |         
|Common stock issued in conjunction with funding agreements and services rendered |  | 5,376,365       |  |                           | 53,764  |                             |   | 883,160    |                        |   |                                              |   |  |                          |         
|Common stock issued upon conversion of notes payable                             |  | 4,766,820       |  |                           | 47,668  |                             |   | 637,607    |                        |   |                                              |   |  |                          |         
|Issuance of warrants and options                                                 |  |                |  |                           |        |                             |   | 220,579    |                        |   |                                              |   |  |                          |         
|Exercise of warrants and options                                                 |  | 1,305,000       |  |                           | 13,050  |                             |   | 117,450    |                        |   |                                              |   |  |                          |         
|Contributions of capital for cash and services rendered                          |  |                |  |                           |        |                             |   | 65,700     |                        |   |                                              |   |  |                          |         
|Contribution of capital by shareholders                                          |  |                |  |                           |        |                             |   | 581,818    |                        |   |                                              |   |  |                          |         
|Issuance of common stock for promissory note                                     |  | 7,500,000       |  |                           | 75,000  |                             |   | 925,000    |                        |   | (600,000                                      | ) |  |                          |          
|Deposits received on common stock                                                |  |                |  |                           |        |                             |   |           |                        |   |                                              |   |  |                          | 2,535,471
|Net loss                                                                         |  |                |  |                           |        |                             |   |           |                        |   |                                              |   |  |                          |         
|                                                                                 |  |                 |  |                           |         |                             |   |            |                        |   |                                               |   |  |                          |          
|Balances at April 30, 2000                                                       |  | 80,907,298      |  |                           | 809,073 |                             |   | 14,423,005 |                        |   | (600,000                                      | ) |  |                          | 2,535,471



The accompanying notes
are an integral part of these financial statements.



F-7



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENT OF STOCKHOLDERS EQUITYCONTINUED



For the Three Years Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30,
2003



|                                                        |  | Common Stock    |   |  | Additionalpaid-incapital |         |   | Stocksubscriptionreceivable |   |            | Depositson commonstock |  |   | Deficitaccumulatedduring thedevelopment stage |   |  | Totalstockholdersequity |           
|------------------------------------------------------- |  | --------------- | - |  | ------------------------ | ------- | - | --------------------------- | - | ---------- | ---------------------- |  | - | --------------------------------------------- | - |  | ------------------------ | ----------
|                                                        |  | Number ofshares |   |  | Amount                   |         |   |                             |   |            |                       
|Balances at April 30, 2000                              |  | 80,907,298      |   |  |                          | 809,073 |   |                             |   | 14,423,005 |                        |  |   | (600,000                                      | ) |  |                          | 2,535,471 
|Issuance of common stock for services rendered          |  | 244,819         |   |  |                          | 2,448   |   |                             |   | 118,920    |                        |  |   |                                              |   |  |                          |          
|Exercise of stock warrants                              |  | 1,172,978       |   |  |                          | 11,730  |   |                             |   | 95,027     |                        |  |   |                                              |   |  |                          |          
|Options issued for services                             |  |                |   |  |                          |        |   |                             |   | 12,401     |                        |  |   |                                              |   |  |                          |          
|Issuance of common stock for deposit received           |  | 6,649,452       |   |  |                          | 66,494  |   |                             |   | 2,374,746  |                        |  |   |                                              |   |  |                          | (2,441,240
|Cancellation of note for common stock previously issued |  | (4,500,000      | ) |  |                          | (45,000 | ) |                             |   | (555,000   | )                      |  |   | 600,000                                       |   |  |                          |          
|Compensation on options and warrants issued             |  |                |   |  |                          |        |   |                             |   | 75,733     |                        |  |   |                                              |   |  |                          |          
|Net loss                                                |  |                |   |  |                          |        |   |                             |   |           |                        |  |   |                                              |   |  |                          |          
|                                                        |  |                 |   |  |                          |         |   |                             |   |            |                        |  |   |                                               |   |  |                          |           
|Balances at April 30, 2001                              |  | 84,474,547      |   |  |                          | 844,745 |   |                             |   | 16,544,832 |                        |  |   |                                              |   |  |                          | 94,231    
|Issuance of common stock for:                           |  |                 |   |  |                          |         |   |                             |   |            |                        |  |   |                                               |   |  |                          |           
|Exercise of warrants                                    |  | 2,787,698       |   |  |                          | 27,877  |   |                             |   | 369,400    |                        |  |   |                                               |   |  |                          |           
|Exercise of stock options                               |  | 70,000          |   |  |                          | 700     |   |                             |   | 6,300      |                        |  |   |                                               |   |  |                          |           
|Cash proceeds                                           |  | 1,000,000       |   |  |                          | 10,000  |   |                             |   | 123,000    |                        |  |   |                                               |   |  |                          |           
|Deposits on common stock                                |  | 245,000         |   |  |                          | 2,450   |   |                             |   | 91,781     |                        |  |   |                                               |   |  |                          | (94,231   
|Compensation on options and warrants issued             |  |                |   |  |                          |        |   |                             |   | 1,549,050  |                        |  |   |                                               |   |  |                          |           
|Net loss                                                |  |                |   |  |                          |        |   |                             |   |           |                        |  |   |                                              |   |  |                          |          
|                                                        |  |                 |   |  |                          |         |   |                             |   |            |                        |  |   |                                               |   |  |                          |           
|Balances at April 30, 2002                              |  | 88,577,245      |   |  | $                        | 885,772 |   |                             | $ | 18,684,363 |                        |  | $ |                                              |   |  | $                        |          
|                                                        |  |                 |   |  |                          |         |   |                             |   |            |                        |  |   |                                               |   |  |                          |           



The accompanying notes
are an integral part of these financial statements.



F-8



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENT OF STOCKHOLDERS EQUITYCONTINUED



For the Three Years Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30,
2003



|                              |  | Common Stock    |  | Additionalpaid-incapital |         | Stocksubscriptionreceivable |   | Depositson commonstock |  | Deficitaccumulatedduring thedevelopment stage |   |  | Totalstockholdersequity |  
|----------------------------- |  | --------------- |  | ------------------------ | ------- | --------------------------- | - | ---------------------- |  | --------------------------------------------- | - |  | ------------------------ | -
|                              |  | Number ofshares |  | Amount                   |         |                             |   |                        | 
|Balances at April 30, 2002    |  | 88,577,245      |  | $                        | 885,772 |                             | $ | 18,684,363             |  | $                                             |  |  | $                        | 
|Issuance of common stock for: |  |                 |  |                          |         |                             |   |                        |  |                                               |   |  |                          |  
|Exercise of stock warrants    |  | 36,629          |  |                          | 367     |                             |   |                       |  |                                               |  |  |                          | 
|Services rendered             |  | 170,000         |  |                          | 1,700   |                             |   | 28,900                 |  |                                               |  |  |                          | 
|Net loss                      |  |                |  |                          |        |                             |   |                       |  |                                               |  |  |                          | 
|                              |  |                 |  |                          |         |                             |   |                        |  |                                               |   |  |                          |  
|Balances at April 30, 2003    |  | 88,783,874      |  | $                        | 887,839 |                             | $ | 18,713,263             |  | $                                             |  |  | $                        | 
|                              |  |                 |  |                          |         |                             |   |                        |  |                                               |   |  |                          |  



The accompanying notes
are an integral part of these financial statements.



F-9



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENTS OF CASH FLOWS



For Each
of the Three Years in the Period Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30, 2003



|                                                                            |  | Period fromMay 26, 1967(inception) toApril 30, 2003 |             |   | 2003 |   |            | 2002 |  |   | 2001       |  
|--------------------------------------------------------------------------- |  | --------------------------------------------------- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|Cash flows from operating activities:                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Net loss                                                                    |  | $                                                   | (18,700,730 | ) |      | $ | (2,227,337 | )    |  | $ | (3,487,813 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Depreciation and amortization                                               |  |                                                     | 734,489     |   |      |   | 137,049    |      |  |   | 110,262    |  
|Loss on disposal and write-down of property, equipment and other assets     |  |                                                     | 150,409     |   |      |   | 8,325      |      |  |   |           |  
|Issuance of compensatory stock options and warrants                         |  |                                                     | 1,916,263   |   |      |   |           |      |  |   | 1,549,050  |  
|Issuance of stock below fair market value                                   |  |                                                     | 695,248     |   |      |   |           |      |  |   |           |  
|Issuance of stock for services rendered                                     |  |                                                     | 1,220,809   |   |      |   | 30,600     |      |  |   |           |  
|Contribution of capital through services rendered by stockholders           |  |                                                     | 216,851     |   |      |   |           |      |  |   |           |  
|Changes in operating assets and liabilities:                                |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Notes receivable                                                            |  |                                                     |            |   |      |   |           |      |  |   | 30,000     |  
|Prepaid expenses and other current assets                                   |  |                                                     | (72,960     | ) |      |   | 16,577     |      |  |   | (6,165     | )
|Accounts payable and accrued expenses                                       |  |                                                     | 191,125     |   |      |   | (58,976    | )    |  |   | (93,202    | )
|                                                                            |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Net cash used in operating activities                                       |  |                                                     | (13,648,496 | ) |      |   | (2,093,762 | )    |  |   | (1,897,868 | )
|                                                                            |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Cash flows from investing activities:                                       |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Purchase of property and equipment                                          |  |                                                     | (927,481    | ) |      |   | (37,872    | )    |  |   | (376,503   | )
|Proceeds from sale of property and equipment                                |  |                                                     | 15,458      |   |      |   |           |      |  |   |           |  
|Purchase of other assets                                                    |  |                                                     | (584,035    | ) |      |   | (26,737    | )    |  |   |           |  
|                                                                            |  |                                                     |             |   |      |   |            |      |  |   |            |  
|Net cash used in investing activities                                       |  |                                                     | (1,496,058  | ) |      |   | (64,609    | )    |  |   | (376,503   | )
|                                                                            |  |                                                     |             |   |      |   |            |      |  |   |            |  



The accompanying notes
are an integral part of these financial statements.



F-10



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENTS OF CASH FLOWSCONTINUED



For Each of the Three Years in the Period Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30,
2003



|                                                     |  | Period fromMay 26, 1967(inception) toApril 30, 2003 |            |   | 2003 |   |            | 2002 |  |   | 2001       |  
|---------------------------------------------------- |  | --------------------------------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|Cash flows from financing activities:                |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Proceeds from stockholder debt                       |  | $                                                   | 977,692    |   |      | $ |           |      |  | $ |           |  
|Repayments of amounts due to stockholders            |  |                                                     | (121,517   | ) |      |   |           |      |  |   |           |  
|Proceeds from issuance of notes payable              |  |                                                     | 465,065    |   |      |   |           |      |  |   | 189,817    |  
|Proceeds from issuance of convertible debentures     |  |                                                     | 811,000    |   |      |   |           |      |  |   |           |  
|Payments on short-term notes payable                 |  |                                                     | (425,991   | ) |      |   | (105,569   | )    |  |   | (261,606   | )
|Payments on long-term debt                           |  |                                                     | (238,971   | ) |      |   |           |      |  |   |           |  
|Payments on capital lease obligation                 |  |                                                     | (52,338    | ) |      |   |           |      |  |   |           |  
|Proceeds from exercise of stock options and warrants |  |                                                     | 511,401    |   |      |   | 367        |      |  |   | 404,277    |  
|Contribution of capital from stockholders            |  |                                                     | 40,700     |   |      |   |           |      |  |   |           |  
|Proceeds from issuance of common stock               |  |                                                     | 13,355,955 |   |      |   |           |      |  |   | 133,000    |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Net cash provided by (used in) financing activities  |  |                                                     | 15,322,996 |   |      |   | (105,202   | )    |  |   | 465,488    |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Net increase (decrease) in cash and cash equivalents |  |                                                     | 178,442    |   |      |   | (2,263,573 | )    |  |   | (1,808,883 | )
|                                                     |  |                                                     |            |  
|Cash and cash equivalents, beginning of period       |  |                                                     |           |   |      |   | 2,442,015  |      |  |   | 4,250,898  |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Cash and cash equivalents, end of period             |  | $                                                   | 178,442    |   |      | $ | 178,442    |      |  | $ | 2,442,015  |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Cash paid for:                                       |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Interest                                             |  | $                                                   | 143,129    |   |      | $ | 2,503      |      |  | $ | 13,596     |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  
|Taxes                                                |  | $                                                   | 14,110     |   |      | $ | 4,570      |      |  | $ | 800        |  
|                                                     |  |                                                     |            |   |      |   |            |      |  |   |            |  



Supplemental information:



During fiscal 2001:



The Company cancelled the balance of the stock subscription receivable for common stock. As of April 30, 2001, the stock
subscription receivable of $600,000 had not been paid and the Company cancelled this subscription receivable. The 4,500,000 shares which had not been issued were returned to the stock transfer agent.



The accompanying notes are an integral part of these financial statements.



F-11



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



STATEMENTS OF CASH FLOWSCONTINUED



For Each of the Three Years in the Period Ended April 30, 2003 and for the Period

May 26, 1967 (Date of Inception) to April 30,
2003



|During |  | fiscal 2002:
|------ |  | ------------



The Company issued warrants for the purchase of 12,500,000 shares of the Companys common stock to two financial consultants at exercise prices
ranging from $0.13$0.60 per share. The warrants were issued for stock placement services provided to the Company. The warrants vest upon any new increase in the number of authorized common shares to be issued by the Company. The warrants have
terms of one and three years from the date of vesting. The warrants became fully vested on April 10, 2002, when the stockholders approved an increase to the authorized number of common stock shares to 200 million. In connection with the
issuance of these warrants, the Company recorded compensation expense of $1,524,915 based on the fair value method in fiscal 2002, which is included in general and administrative expenses in the accompanying financial statements.



The Company issued warrants for the purchase of 96,786 shares of the
Companys common stock to consultants at exercise prices ranging from $0.01$0.19 per share. The warrants were issued to consultants for general management services provided to the Company. The warrants have a term of five years and are
fully vested. The Company recorded compensation expense of $24,135 in fiscal 2002, which is included in general and administrative expenses in the accompanying financial statements.



The Company issued 245,000 shares of common stock for $0.385 per share. The net proceeds received in connection with these
shares of $94,231 were received during the year ended April 30, 2001. These proceeds were presented as Deposits on Common Stock in the accompanying balance sheet as of April 30, 2001.



The accompanying notes are an integral part of these financial statements.



F-12



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | ADESCRIPTION OF BUSINESS AND GOING CONCERN
|---- |  | -------------------------------------------



Description of BusinessSynthetic Blood International, Inc. (the Company) was incorporated on May 26, 1967 and was inactive
through September 1990, when it began conducting operations for the purpose of developing a synthetic blood emulsion to act as a human blood substitute, and a method of using a perfluorocarbon compound to facilitate oxygen exchange for individuals
with respiratory distress syndrome. Shortly after commencing these operations, the Company changed its name to Synthetic Blood International, Inc. The Company is also developing an implantable, continuous reading glucose biosensor to be used
primarily by individuals with diabetes. All of the Companys products are currently in the preclinical trial stage. This stage requires a sufficient level of animal testing to be performed in order to file certain applications with the United
States Food and Drug Administration (FDA), which is necessary to obtain FDA approval to proceed with human testing and, ultimately, approval to market the products. No assurances can be given that such approvals, once applied for, will be granted.
The Company has not generated any revenues since inception.



Going ConcernManagement believes the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the
company as a going concern. The Company has accumulated deficit during the development stage of $18,700,730 at April 30, 2003 and has used cash in operations of $2,093,762 during the year ended April 30, 2003.



In view of the matters described above, recoverability of a major portion of
the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to meet its financing requirements on a continuing basis, to
maintain present financing, and to succeed in its future operations. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the company be unable to continue in existence.



Management believes that the Companys existing working capital, along
with the proceeds expected from the sale of its common stock as described in Note K, will be sufficient to meet its continuing obligations for the foreseeable future; however, there can be no assurance that the Company will successfully implement
its plan.



F-13



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|---- |  | --------------------------------------------



Development StageThe Company has not commenced its planned principal operations, and there have been no significant revenues, therefore it is
considered a Development Stage Enterprise.



Property and EquipmentProperty and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the shorter of the estimated useful lives of the related assets, ranging from
three to ten years, or the lease term, if applicable.



Loss
Per ShareBasic loss per share, which excludes antidilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast,
diluted loss per share considers the potential dilution that could occur from other financial instruments that would increase the total number of outstanding shares of common stock. Potentially dilutive securities, however, have not been included in
the diluted loss per share computation because their effect is antidilutive.



Income TaxesDeferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts
in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to
be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.



ReclassificationsCertain amounts as previously reported have
been reclassified to conform with the 2003 presentation.



F-14



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContinued
|---- |  | ------------------------------------------------------



Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of other income and expenses during the reporting periods. Actual results could differ from
those estimates.



Fair Value of Financial
InstrumentsThe Companys balance sheet includes the following financial instruments: cash and cash equivalents, accounts payable, accrued expenses and notes payable. The Company considers the carrying amount in the financial
statements to approximate fair value for these financial instruments because of the relatively short period of time between origination of the instruments and their expected realization. The Company considers the carrying value of its notes payable
to approximate fair market value based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities.



Stock-Based CompensationThe Company accounts for stock-based employee compensation as prescribed by APB Opinion No. 25, Accounting for Stock
Issued to Employees, and, effective April 30, 2003, has adopted Statement of Financial Accounting Standards (SFAS) 148, Accounting for Stock-Based Compensation-Transition and Disclosure (SFAS 148) that supercedes Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). SFAS 148 requires pro forma disclosures of net income and net income per share as if the fair value based method of accounting for stock-based awards had
been applied for both employee and non-employee grants. It also requires disclosure of option status on a more prominent and frequent basis. Such disclosure for the years ended April 30, 2003, 2002 and 2001 is presented immediately below. The
Company accounts for stock options and warrants issued to non-employees based on the fair value method, but has not elected this treatment for grants to employees and board members. Under the fair value based method, compensation cost is recorded
based on the value of the award at the grant date and is recognized over the service period.



The fair value of each option grant was estimated at the grant date using the Black-Scholes option-pricing model using the following assumptions: a risk-free interest rate of 4.22% for 2003, 3.102% for 2002, and 5.39%
for 2001; volatility of 119% for 2003, 122% for 2002, and 162% for 2001; zero dividend yield for all years; and expected lives of 1 to 10 years.



F-15



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContinued
|---- |  | ------------------------------------------------------



The BlackScholes option valuation model was developed for use in estimating the fair value of traded options and warrants that have no vesting
restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Companys employee stock options and warrants have
characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide
a reliable single measure of the fair value of its employee stock options.



The Companys calculations are based on a single option valuation approach and forfeitures are recognized as they occur. If the computed fair values of awards had been amortized to expense over the vesting period
of the awards, pro forma net income and net income per share would have been as follows:



|                             |  | 2003 |            |   | 2002 |   |            | 2001 | 
|---------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Actual net loss              |  | $    | (2,227,337 | ) |      | $ | (3,487,813 | )    | 
|Pro forma net loss           |  | $    | (2,306,529 | ) |      | $ | (3,514,530 | )    | 
|                             |  |      |           
|Actual net loss per share    |  | $    | (0.03      | ) |      | $ | (0.04      | )    | 
|Pro forma net loss per share |  | $    | (0.03      | ) |      | $ | (0.04      | )    | 



Recent Accounting
PronouncementsIn June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Under these new standards, all acquisitions subsequent to June 30, 2001 must
be accounted for using the purchase method of accounting. The cost of intangible assets with indefinite lives and goodwill are no longer amortized, but are subject to an annual impairment test based upon its fair value.



In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations (SFAS 143). SFAS 143 establishes accounting standards for recognition and measurement of a liability for the costs of asset retirement obligations. Under SFAS 143, the costs of retiring an asset will be
recorded as a liability when the retirement obligation arises, and will be amortized to expense over the life of the asset.



F-16



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContinued
|---- |  | ------------------------------------------------------



In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144
addresses financial accounting and reporting for the impairment or disposal of long-lived assets and discontinued operations, and it provides guidance on estimating future cash flows to test recoverability.



In April 2002, the FASB issued FAS No. 145, Rescission of FAS
Statements No. 4, 44 and 64, Amendment of FAS Statement No. 13, and Technical Corrections, to update, clarify and simplify existing accounting pronouncements. FAS Statement No. 4, which required all gains and losses from debt extinguishment to
be aggregated and, if material, classified as an extraordinary item, net of related tax effect, was rescinded. Consequently, FAS Statement No. 64, which amended FAS Statement No. 4, was rescinded because it was no longer necessary.



In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146 Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), which provides financial accounting and reporting guidance for costs associated with exit or disposal activities, including one-time termination
benefits, contract termination costs other than for a capital lease, and costs to consolidate facilities or relocate employees. SFAS 146 nullifies EITF Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring).



Under SFAS 146, a liability for a cost associated with an exit or disposal activity should be recognized and measured initially at its fair value in period in which the liability is incurred, except for a liability
for one-time termination benefits that is incurred over time. Accounting for one-time benefits depends on whether the employee will be providing future services. In addition, a liability for costs to terminate a contract before the end of its term
should be recognized and measured at its fair value at the time the entity terminates the contract in accordance with its terms. A liability for costs that will continue to be incurred under the contract for its remaining term without economic
benefit to the entity should be recognized and measured at its fair value when the entity ceases to use the right conveyed by the contract. SFAS 146 is effective for exit or disposal activities initiated after December 31, 2002.



F-17



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | BSUMMARY OF SIGNIFICANT ACCOUNTING POLICIESContinued
|---- |  | ------------------------------------------------------



In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation-Transition and Disclosure: An amendment of FASB Statement
123. This Statement amends SFAS 123, Accounting for Stock-Based compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.
In addition, this Statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the
method used on reporting results. The disclosure provisions of SFAS 148 are applicable for fiscal periods beginning after December 15, 2002.



In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure requirements for Guarantee, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 is an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. FIN 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. This interpretation also incorporates, without change, the guidance in FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others, which is being
superseded.



In January 2003, the FASB issued Interpretation
No. 46, Consolidation of Variable Interest Entities (FIN 46), an interpretation of Accounting Research Bulletin No. 51. FIN 46 requires that a company consolidate variable interest entities if that company is subject to a
majority of the risk of loss from the entities activities or the company receives a majority of the entities residual returns. FIN 46 also requires certain disclosure about variable interest entities in which the company has a
significant interest, regardless of whether consolidation is required.



The implementation of these pronouncements in fiscal 2003 has not had a material impact on the Companys financial position or results of operations.



F-18



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | CPATENTS
|---- |  | ---------



The Companys intangible assets consist of patents related to the Companys various technologies. Capitalized costs include amounts paid to
third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent applications. These assets are amortized on a straight-line method over their estimated useful life, which ranges from eight to
ten years. The Company reviews these intangible assets for impairment on a quarterly basis in accordance with SFAS No. 144, Accountingfor the Impairment or Disposal of Long-Lived Assets (SFAS 144). At April 30, 2003, management
believes no indications of impairment existed.



Patents
consist of the following at April 30:



|                              |  | 2003 |          |   | 2002 |  
|----------------------------- |  | ---- | -------- | - | ---- | -
|Patents                       |  | $    | 464,607  |   |      | $
|                              |  |     
|Less accumulated amortization |  |      | (227,028 | ) |      |  
|                              |  |      |          |   |      |  
|                              |  | $    | 237,579  |   |      | $
|                              |  |      |          |   |      |  



The amortization
expense for years ended April 30, 2003, 2002 and 2001 was $47,812, $40,846 and $43,555, respectively. The unamortized balance of patents is estimated to be amortized over the next five years as follows:



|Fiscal Year ending April 30: |  |  
|---------------------------- |  | -
|2004                         |  | $
|2005                         |  | $
|2006                         |  | $
|2007                         |  | $
|2008                         |  | $



|NOTE |  | DNOTES PAYABLE
|---- |  | ---------------



Notes payable consist of the following at April 30:



|                                                    |  | 2003 |   | 2002
|--------------------------------------------------- |  | ---- | - | ----
|Installment contract payable through November 2002  |  | $    |  |     
|Installment contract payable through September 2002 |  |      |  |     
|8% promissory note payable through May 19, 2002     |  |      |  |     
|                                                    |  |      |   |     
|                                                    |  | $    |  |     
|                                                    |  |      |   |     





F-19



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | ECOMMITMENTS AND CONTINGENCIES
|---- |  | -------------------------------



LitigationThe Company is subject to litigation in the normal course of business, none of which management believes will have a material
adverse effect on the Companys financial statements.



Employment ContractsThe Companys Board of Directors has approved a three-year employment contract with its President and Chief Executive Officer at a base annual salary as determined by the Board (currently $180,000 with
minimum 5% annual increases) and includes an annual stock option grant of 150,000 shares of the Companys common stock. The initial contract period expires July 31, 2005, however, the contract will automatically renew annually thereafter unless
terminated by either party. The contract provides that he may, at his election, receive a severance payment equal to 299% of his average annual salary and bonuses received during the prior two-year period in the event of a change in control, as
defined.



The Company also has a two-year employment contract
with its Vice President of Product Development at a base annual salary as determined by the Board (currently $148,400) and includes an annual stock option grant of 100,000 shares of the Companys common stock. The initial contract period has
expired, however, the contract will automatically renew annually unless terminated by either party. The contract provides that he is to receive a severance payment equal to nine months of his average annual salary and bonuses received during the
prior two-year period in the event of a change in control, as defined.



|NOTE |  | FSTOCKHOLDERS EQUITY
|---- |  | ----------------------



Fiscal Year 2003:



The Company issued 170,000 shares of common stock for legal services rendered. The Company recorded an expense of $30,600, which represents the fair value
of the common stock on the date the liability was settled.



The Company issued 36,629 shares of common stock for cash proceeds of $367 resulting from the exercise of previously issued stock warrants.



Fiscal Year 2002:



The Company issued 245,000 shares of common stock for $0.385 per share. The net proceeds received in connection with these shares of $94,231 were received
during the year ended April 30, 2001. These proceeds were presented as Deposits on Common Stock in the accompanying balance sheet as of April 30, 2001.



F-20



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | FSTOCKHOLDERS EQUITYContinued
|---- |  | --------------------------------



The Company issued 2,857,698 shares of common stock in connection with the exercise of warrants and options at exercise prices ranging from
$0.01$0.14, generating $404,277 in proceeds.



The
Company issued 1,000,000 shares of common stock for cash proceeds of $133,000.



Fiscal Year 2001:



The Company
issued 244,819 shares of unregistered common stock to unrelated parties for services rendered. The Company recognized an expense of $121,368 representing the fair value of the stock at the date of issuance.



The Company issued 6,649,452 shares of unregistered common stock in
satisfaction of deposits received prior to April 30, 2000. The shares were issued at prices ranging from $0.07 to $0.3846.



The Company issued 1,172,978 shares of unregistered common stock to third party investors in connection with the exercise of stock options for $106,757
with a range of exercise prices from $0.07 to $0.14.



The
Company cancelled its stock subscription receivable of $600,000 and the related 4.5 million common shares of stock.



|NOTE |  | GSTOCK OPTIONS AND WARRANTS
|---- |  | ----------------------------



In September 1999, the Companys Board of Directors approved the 1999 Stock Plan (the 1999 Plan) which provides for the granting of
incentive and nonstatutory stock options to employees, directors and consultants to purchase up to 4,000,000 shares of the Companys common stock. The 1999 Plan was approved by shareholders on October 10, 2000. Options granted under the 1999
Plan are exercisable at various dates up to four years and have expiration periods of generally ten years. As of April 30, 2003, the Company had 2,085,000 qualified stock options outstanding under the 1999 Plan. In addition, the Company has
2,450,000 non-qualified stock options outstanding as of April 30, 2003 that were issued prior to the 1999 Plan.



During fiscal 2003, the Company issued 490,000 incentive stock options with a weighted average exercise price of $0.17 to its employees and one Director.
All options were incentive stock option issued under the 1999 Stock Plan. The stock options granted had exercise prices equal to the fair market value of the Companys stock on the dates of grant.



F-21



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | GSTOCK OPTIONS AND WARRANTSContinued
|---- |  | --------------------------------------



During fiscal 2002, the Company issued 40,000 options with an exercise price of $0.20 per share to its Directors in consideration of Director services
rendered during the nine months ended January 31, 2002. Two of the Companys Directors resigned in January 2002. No compensation expense was recorded for these options in accordance with Accounting Principles Board Opinion No. 25 and SFAS No.
123.



The following table summarizes certain information
related to the Companys stock options as of April 30:



|                               |  | 2003      |   | 2002
|------------------------------ |  | --------- | - | ----
|                               |  | Options   |   |     
|Outstanding, beginning of year |  | 4,135,000 |   |     
|Granted                        |  | 490,000   |   |     
|Forfeited                      |  | (90,000   | ) |     
|Exercised                      |  |          |   |     
|                               |  |           |   |     
|Outstanding, end of year       |  | 4,535,000 |   |     
|                               |  |           |   |     



As of April 30, 2003
there were 1,915,000 options available for grant under the 1999 Plan.



The following table summarizes information about stock options outstanding at April 30, 2003:



|Range ofExercisePrices |  | NumberOutstanding |  | WeightedAverageRemainingLife |  | WeightedAverageExercisePrice |      | NumberExercisable |           | WeightedAverageExercisePrice
|---------------------- |  | ----------------- |  | ---------------------------- |  | ---------------------------- | ---- | ----------------- | --------- | ----------------------------
|$0.11 to $0.12         |  | 1,585,000         |  | 6.9                          |  | $                            | 0.12 |                   | 1,585,000 |                             
|$0.13 to $0.16         |  | 1,630,000         |  | 7.3                          |  | $                            | 0.14 |                   | 1,540,000 |                             
|$0.17 to $0.30         |  | 980,000           |  | 8.7                          |  | $                            | 0.21 |                   | 489,000   |                             
|$0.62 to $0.80         |  | 340,000           |  | 7.1                          |  | $                            | 0.64 |                   | 240,000   |                             
|                       |  |                   |  |                              |  |                              |      |                   |           |                             
|                       |  | 4,535,000         |  |                              |  |                              |      |                   | 3,854,000 |                             
|                       |  |                   |  |                              |  |                              |      |                   |           |                             



F-22



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | GSTOCK OPTIONS AND WARRANTSContinued
|---- |  | --------------------------------------



During fiscal 2002, the Company issued warrants for the purchase of 96,786 shares of the Companys common stock to consultants at exercise prices
ranging from $0.01$0.19 per share. The warrants were issued to consultants for general management services provided to the Company. The warrants have a term of five years and are fully vested. The Company recorded compensation expense of
$24,135 in 2002, based upon the Black-Scholes option valuation model, which is included in general and administrative expenses in the accompanying financial statements.



During fiscal 2002, the Company issued warrants for the purchase of 12,500,000 shares of the Companys common stock to
two financial consultants at exercise prices ranging from $0.13$0.60 per share. The warrants were issued for stock placement services provided to the Company. The warrants vest upon any new increase in the number of authorized common shares to
be issued by the Company. The warrants have terms of one and three years from the date of vesting. Effective with the Companys shareholders approval of an increase to the authorized number of common stock shares to 200 million on April
10, 2002, the warrants became fully vested. In connection with the issuance of these warrants, the Company recorded compensation expense of $1,524,915 in 2002, based upon the Black-Scholes option valuation model, which is included in general and
administrative expenses in the accompanying financial statements.



During fiscal 2001, the Company issued 109,194 warrants with a weighted average exercise price of $0.02 in connection with the sale of shares of the Companys common stock.



During fiscal 2000, the Company issued approximately 5,450,000 warrants in connection with the sale of stock, with a
weighted average exercise price of $0.45. Also during fiscal 2000, the Company issued 1,240,000 warrants to certain directors with an exercise price of 80% of fair market value. The following table summarizes the Companys stock warrant
information:



|                               |  | 2003        |   | 2002
|------------------------------ |  | ----------- | - | ----
|                               |  | Warrants    |   |     
|Outstanding, beginning of year |  | 12,673,258  |   |     
|Granted                        |  |            |   |     
|Forfeited                      |  | (10,500,000 | ) |     
|Exercised                      |  | (36,629     | ) |     
|                               |  |             |   |     
|Outstanding, end of year       |  | 2,136,629   |   |     
|                               |  |             |   |     



F-23



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | HINCOME TAXES
|---- |  | --------------



No provision for federal and state income taxes has been recorded as the Company has incurred net operating losses through April 30, 2003. The Companys federal net operating loss carryforwards as of April 30,
2003 are approximately $16,388,000. The loss carryforwards expire in various years through 2023. Deferred tax assets of approximately $6.4 and $5.6 million at April 30, 2003 and 2002, respectively, include the effects of these net operating loss
carryforwards, and research and development credit carryforwards. A valuation allowance has been provided for the full amount of the deferred tax assets due to the uncertainty of realization.



The provision for income taxes consists of the following for the three years ended April 30,
2003:



|Benefit from federal income taxes at statutory rate |  | $ | (800,000 | ) |  | $ | (1,186,000 | ) |  | $ | (569,000 | )
|--------------------------------------------------- |  | - | -------- | - |  | - | ---------- | - |  | - | -------- | -
|Stock-based compensation                            |  |   |         |   |  |   | 527,000    |   |  |   | 30,000   |  
|Other                                               |  |   |         |   |  |   | (32,000    | ) |  |   |         |  
|Change in valuation allowance                       |  |   | 800,000  |   |  |   | 691,000    |   |  |   | 539,000  |  
|                                                    |  |   |          |   |  |   |            |   |  |   |          |  
|Benefit                                             |  | $ |         |   |  | $ |           |   |  | $ |         |  
|                                                    |  |   |          |   |  |   |            |   |  |   |          |  



|NOTE |  | IRELATED PARTIES
|---- |  | -----------------



During fiscal 2002 and 2001, the Company recorded expenses of approximately $9,000 and $12,400, respectively, for services provided by a company in which
an officer of the Company has a controlling interest. There were no related party transactions in fiscal 2003.



F-24



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | JQUARTERLY FINANCIAL DATA (Unaudited)
|---- |  | --------------------------------------



The following table summarizes the unaudited quarterly results of operations for fiscal years 2003 and 2002:



|                                        |  | Year Ended April 30, 2003 |        
|--------------------------------------- |  | ------------------------- | -------
|                                        |  | FirstQuarter              |        
|Research and development expenses       |  | $                         | 176,289
|General and administrative expenses     |  |                           | 240,594
|Interest expense                        |  |                           | 1,538  
|                                        |  |                           |        
|Total expenses                          |  |                           | 418,421
|Other income                            |  |                           | (18,227
|                                        |  |                           |        
|Net loss                                |  |                           | 400,194
|                                        |  |                           |        
|Basic and diluted loss per common share |  | $                         | (0.005 
|                                        |  |                           |        



|                                        |  | Year Ended April 30, 2002 |        
|--------------------------------------- |  | ------------------------- | -------
|                                        |  | FirstQuarter              |        
|Research and development expenses       |  | $                         | 316,881
|General and administrative expenses     |  |                           | 245,991
|Interest expense                        |  |                           | 2,917  
|                                        |  |                           |        
|Total expenses                          |  |                           | 565,789
|Other income                            |  |                           | (48,419
|                                        |  |                           |        
|Net loss                                |  |                           | 517,370
|                                        |  |                           |        
|Basic and diluted loss per common share |  | $                         | (0.006 
|                                        |  |                           |        



F-25



---

SYNTHETIC BLOOD INTERNATIONAL, INC.

(A Development Stage Enterprise)



NOTES TO FINANCIAL STATEMENTS



April 30, 2003 and 2002



|NOTE |  | JQUARTERLY FINANCIAL DATA (Unaudited)Continued
|---- |  | ------------------------------------------------



Basic and diluted loss per common share for each of the quarters presented above is based on the respective weighted average number of common and dilutive
potential common shares outstanding for each period and the sum of the quarters may not necessarily be equal to the full year basic and diluted loss per common share amounts. For the periods presented, the effect of the Companys common stock
options and warrants are excluded from the diluted loss per share calculations since inclusion of such items would be antidilutive for that period.



|NOTE |  | KSUBSEQUENT EVENT
|---- |  | ------------------



Subsequent to April 30, 2003, the Company initiated an anticipated $2,000,000 common stock placement. Through June 30, 2003, the Company received $900,000
in deposits for the purchase of common stock to be issued at a price of $0.08 per share. In connection with this transaction, the placement agent will receive 8,500,000 stock warrants for the purchase of common stock at an average exercise price of
$0.22 per share, a one year extension through December 2005 of existing stock warrants for the purchase of 2,000,000 shares of common stock with an exercise price of $0.20 per share, and a 5% cash finders fee.



F-26